Enabling cross-border growth: Supporting CERTANIA’s acquisition of Groupe Icare

The Client

CERTANIA is a fast-growing international group specialising in Testing, Inspection, and Certification (TIC). CERTANIA’s experts have shaped TIC industry standards and played a key role in developing methods in areas such as life sciences, food and consumer goods, industry, system certification, sustainability solutions, as well as buildings and infrastructure. Headquartered in Munich, Germany, CERTANIA is pursuing a focused growth approach in life sciences testing across Europe.

In this context, CERTANIA identified Groupe Icare as a strong strategic fit. Founded in Saint-Beauzire, France, Groupe Icare is a recognised industry leader offering a full range of services covering microbiology, physico-chemical testing, biocompatibility and toxicology, process validation, regulatory affairs, and certified training. Groupe Icare serves more than 1,800 clients in over 40 countries.

The Assignment

The acquisition marked an important step in CERTANIA’s international development and introduced cross-border tax and structuring complexity. LKC (HLB Germany), which already supports CERTANIA with general tax compliance, accounting, and structuring advice, was asked to support the design of an appropriate French acquisition structure.

Working jointly within the HLB network, LKC (HLB Germany) and Chaintrier Avocats by COGEP (HLB France) advised on the German and French tax considerations for the acquisition, respectively.

Together with the client, our member firms set out to address the following objectives:

• Design a compliant and efficient acquisition and financing structure addressing both German and French tax requirements.

• Ensure compliance with French interest limitation and capitalisation rules.

• Enable a seamless post-acquisition French tax consolidation (intégration fiscale).

• Avoid tax leakages while ensuring sufficient flexibility post-acquisition.
  
  

A key challenge on the French side was striking the right balance between equity and debt in the acquisition vehicle, while remaining compliant with French interest limitation and thin-capitalisation rules. Another critical element was ensuring that the post-acquisition structure would allow for the effective and uninterrupted implementation of a French tax consolidation between the acquisition vehicle and the acquired entities.

Working as an integrated team, LKC (HLB Germany) and Chaintrier Avocats by COGEP (HLB France) delivered a coordinated and practical framework, combining German and French tax analysis into a single, aligned approach for the transaction.

The Value We Created

The result was a clear and robust acquisition structure that enabled CERTANIA to complete the acquisition of Groupe Icare without tax inefficiencies or unintended leakages.

By combining local expertise with cross-border coordination, the HLB firms delivered a solution that worked effectively across jurisdictions, covering acquisition financing, seller rollover, and post-closing tax consolidation. The structure provided a solid basis for the integration of Groupe Icare within CERTANIA.

“Cross-border acquisitions come with a high level of complexity, particularly in tax and structuring matters. The coordinated, cross-jurisdictional support helped ensure a smooth and well-executed transaction.” said Kevin Davies, Head of M&A, CERTANIA

This assignment demonstrates the strength of the HLB network: bringing together trusted local advisers who work seamlessly across borders to deliver practical, commercial outcomes for internationally active clients.