Clifford Chance guides Paragon in Primed Group sale

Clifford Chance has acted for The Paragon Fund III GmbH & Co. geschlossene Investment KG in the pending sale of Primed Group to Inflexion, a transaction that will close once standard conditions are met.

Deal overview and parties involved

Primed Group, based in Halberstadt, Germany, designs, produces, sterilises and distributes medical devices for tracheostomy, laryngectomy, wound drainage, thoracic surgery and stool management. The company also offers sterilisation services to other manufacturers. The financial terms of the sale have not been disclosed.

The sale follows Clifford Chance’s earlier advice to Paragon on its 2023 investment in Primed Group, which concluded at the end of October 2023. This latest mandate concerns Paragon’s exit and required coordination among private‑equity, healthcare, regulatory, tax, employment, compliance, intellectual‑property, antitrust and corporate lawyers in Germany and the Czech Republic.

Partners Mark Aschenbrenner and Volkmar Bruckner led the Munich‑based team. Torsten Syrbe and Marlene Kießling handled healthcare matters, while Thomas Voland and Laura‑Isabell Dietz focused on regulatory work. Dominik Engl advised on tax issues; Christopher Fischer and Anna‑Celine Brill covered employment; Gerson Raiser and Carla Schön managed compliance.

Related: North Carolina boiler workers face hidden asbestos risks

Intellectual‑property guidance came from Nicolas Hohn‑Hein, with antitrust support by Dimitri Slobodenjuk and Arne Gayk. The Prague corporate group included Michal Jašek, Veronika Kinclová and Natalie Kurkova, and Austrian law was overseen by Christian Ritschka of Dorda.

Legal complexities of a medical‑device sale

The transaction required attention to a range of legal issues beyond the core purchase agreement. Because Primed Group combines product development with sterilisation services, the sale documents needed to reflect distinct revenue streams and operational dependencies.

In practice, counsel must align the provisions with findings from due diligence rather than rely on generic sector assumptions. For private‑equity exits, it is essential to identify which subsidiary holds each contract, registration and operational responsibility. That allocation determines the warranties and disclosures and shows any matters that must be settled before closing.

Coordinating multiple workstreams also demands that teams adhere to a shared timetable. When documents, approvals or information are required from several jurisdictions, clear responsibility for each task can help avoid delays. The firm’s approach kept acquisition documents, due‑diligence results and specialist advice consistent throughout the process.

While the sale of a medical‑device business may appear straightforward, the overlap of manufacturing, distribution and sterilisation functions introduces layers of regulatory oversight. Each function may be subject to separate licensing regimes, and the buyer must ensure continuity of compliance across all areas. This reality shows why firms often involve specialists from multiple practice groups when structuring such deals.

Related: False police report filed against you in Nashville

Implications for future healthcare transactions

Transactions like this illustrate the importance of detailed planning in cross‑border healthcare deals. The involvement of German and Czech counsel reflects the need to manage differing national regulations, especially concerning medical‑device approvals and sterilisation standards.

For investors, the case highlights how exit strategies can be affected by the breadth of a target’s operations. A company that offers both products and services may require more complex structuring, influencing the timing and cost of the sale.

Overall, the coordinated effort by Clifford Chance demonstrates how thorough legal support can streamline a complex transaction, ensuring that all regulatory, tax and compliance matters are addressed before the final signatures are placed.

The deal closed in early 2024.