Walberg & Cie. advises the shareholders of the Johner Institut on external succession solution with GBA Group

Munich, . February 2026 – The shareholders of Johner Institut GmbH (“Johner Institut”) have initiated the gradual transfer of their stake to GBA Lifesciences GmbH, a company of the GBA Group (“GBA Group”), as part of a long-term external succession plan.

As part of the transaction, the parties have agreed on an ownership structure that is intended to ensure the sustainable continuation and further development of the Johner Institut with the involvement of the GBA Group. This structure is flanked by put and call options, which provide both sides with a clearly defined, time- and content-structured framework for future changes in the ownership structure, thus combining predictability and flexibility in succession planning. The aim of the partnership is to accelerate the growth of the Johner Institut in the increasingly regulated international medtech environment and to integrate its existing expertise in the areas of MDR/IVDR compliance, AI-based medical devices, medical software development, and post-market surveillance into the GBA Group's global platform.

By joining forces within the GBA Group, the partners are laying the foundation for offering manufacturers of medical devices and IVDs integrated end-to-end solutions from a single source - from standards-compliant development, clinical evaluations, and performance studies to scalable software tools for quality, risk, and compliance management. The Johner Institut contributes its special technical and regulatory expertise in software and AI-based medical devices, RegTech solutions, automated surveillance and standards monitoring systems, while the GBA Group contributes its broad laboratory, analysis, and life science platform.

The Johner Institut is a leading provider of consulting, training, and RegTech software for medical device and IVD manufacturers, with a focus on software, AI, and regulatory affairs. The transfer thus strengthens its position as a partner for the compliant development, approval, and monitoring of innovative medical devices and IVDs. The GBA Group, an international life science service provider with over 3,000 employees and a broad spectrum of analytical, logistical, and specialist services in the fields of pharmaceuticals, medical devices, food, water, environment, chemicals, and cosmetics, is expanding its offering with highly specialized consulting and software solutions for medical technology manufacturers as a result of the transaction.

Walberg Law Tax Strategy GmbH & Cie. KG (“Walberg & Cie.”) provided comprehensive corporate and tax law advice to the shareholders of the Johner Institut on the structuring and implementation of the transaction. The work included, in particular, the conception and design of the shareholding structure, the negotiation and drafting of the share purchase agreement (SPA) and the shareholders' agreement (SHA), including governance provisions, earn-out elements, and put and call options. In addition, Walberg & Cie. assisted in the coordination of complex purchase price-related and tax parameters and the harmonization of the interests of existing shareholders and acquirers.