Noerr advises Schwarz Corporate Solutions on the business combination between Cohere and Aleph Alpha to form the future Canadian-German AI leader

A Noerr team led by Maurice Séché and Gerald Reger has advised Schwarz Corporate Solutions, a company of the Schwarz Group, on the binding agreement for a business combination between Cohere and Aleph Alpha, two established providers of secure, sovereign AI for governments and highly regulated industries, following the announcement of the planned combination in April of this year. Operating globally as Cohere, the unified company will effectively create the first transatlantic sovereign AI solution. The transaction remains subject to final regulatory approvals.

The company will remain deeply rooted in both countries with headquarters, R&D centers, and leadership roles in Canada and Germany.

The company, operating globally as Cohere, will bring together deep research expertise, enterprise-grade solutions, and long-standing public sector partnerships across Canada and Europe. The transaction will increase Cohere's employee headcount to more than 1,000 across both continents, with plans for the company to be dual-headquartered in Berlin and in Toronto and to keep Aleph Alphaʼs Heidelberg office as a research center.

Cohere will become the first foundational model developer anchored on both sides of the Atlantic to deliver AI solutions aligned with the sovereignty requirements of both Canada and Germany.

The combined company will operate within the applicable legal and regulatory frameworks of both jurisdictions, including requirements governing the protection and handling of sensitive data and technology. Its structure incorporates safeguards and oversight mechanisms that reinforce operational control, accountability, and compliance across both markets.

The company will also advance its partnership with the companies of Schwarz Group to deliver sovereign AI on STACKIT, Schwarz Digits sovereign cloud service and a cornerstone of Europeʼs digital sovereignty strategy.

Noerr provided comprehensive advice on the transaction through multiple teams. In addition to advising on the business combination, the advice also included contract negotiations regarding the partnership between Schwarz Digits and Cohere.

Advisors to Schwarz Corporate Solutions: Noerr

Overall lead:   Maurice Séché (Partner, Corporate/M&A, Düsseldorf), Gerald Reger (Partner, Corporate/M&A, Munich)

Private Equity: Sascha Leske (Partner, New York), Moritz Nikolaus Koch (Partner, Hamburg)

M&A:  Christian Haagen (Co-Lead M&A, Associated Partner, Munich), Michael Braun (Associated Partner, Munich), Miriam Baumer (Associate, Munich), Annika Krämer (Associate, Munich)

Antitrust: Alexander Birnstiel (Partner, Munich), Fabian Hübener (Partner, Brussels), Annika-Kristin Stamer (Senior Associate, Munich), Stefanie Gschoßmann (Senior Associate, Munich), Nigina Zahedi (Senior Associate, Brussels), Jochen Hegener (Senior Associate, Munich)

Digital: Tobias Bosch (Lead Partnership, Partner, Berlin), Pascal Schumacher (Partner, Berlin), Thomas Thalhofer (Partner, Munich), Patrick Neidinger (Associated Partner, Munich), Sven Vetter (Senior Associate, Berlin), Lennart Laude (Senior Associate, Munich), Johannes Stuve (Senior Associate, Berlin)

Employment & Pensions: Patrick Mückl (Partner, Düsseldorf), Raphael Hillus (Senior Associate, Düsseldorf)

Intellectual Property: Sebastian Wündisch (Partner, Dresden)

International Trade: Bärbel Sachs (Partner, Berlin), David Rösch (Associated Partner, Berlin)

Tax: Carsten Heinz (Partner, Munich), Frank Schuck (Partner, Munich), Paul Gurr (Senior Associate, Berlin), Constanze Wetzel (Senior Associate, Munich)

Inhouse Schwarz Legal: Patrick Winter, (Corporate/M&A), Christoph Ehmann, Anne Gabius (Regulatory), Manuel Schroth, Judith Arndt (Tax), Tobias Röhrig (Business Law Digits).