Wolter Kluwer acquires Brightflag

Name of the deal: Wolters Kluwer acquires Brightflag
Date announced and/or closed: Closing date: 11 June 2025
Published value: €425 million
Buyer(s): Wolters Kluwer Legal & Regulatory
Target: Brightflag
Seller: One Peak Partners, Sands Capital, Frontline Ventures, Tribal Ventures, and Enterprise Ireland

Involved firms and advisors

Involved firms and advisors buy side:
A&O Shearman – Legal Advisory  PwC – Financial DD & Tax Advisory  Arma Partners  Arthur Cox LLP

Involved firms and advisors target:
William Blair  Morrison Cohen  Proskauer  Maples and Calder

Involved firms and advisors sell side:
William Blair

Pitch

Brief description deal / Deal outline
Wolters Kluwer Legal & regulatory acquired Brightflag for €425 million. Brightflag’s AI-powered enterprise legal management platform provides complete visibility into legal work and spend, and will be integrated into Wolter Kluwer’s substantive information services and technology platform.

Why should this deal win the Award for Best Deal 2025?
About Wolters Kluwer
Wolters Kluwer is a global information, software, and services company headquartered in the Netherlands. It provides professional solutions in areas such as law, tax, accounting, finance, and healthcare, helping organizations improve compliance, productivity, and decision-making through technology and data-driven insights.

About Brightflag
Brightflag is a legal spend and matter management platform that uses artificial intelligence to help corporate legal departments manage budgets, automate invoice review, and gain insights into legal operations. Based in Dublin, Brightflag serves large enterprises worldwide to improve transparency and efficiency in legal spend management.

Wolters Kluwer’s acquisition of Brightflag stands out as a transaction that has the potential to significantly impact the highly fragmented legaltech market while providing an especially strong return on investment.  Brightflag provides in-house corporate legal departments and outside counsel with holistic, integrated, and operationally functional legaltech software. With offices in New York, Ireland, and Australia, the company’s AI-powered enterprise legal management platform focuses on legal spend and end-user deliverables, while ensuring smooth processes for matter management, reporting, invoicing and accounting, and team management that ensure efficiencies company-wide.

Based in the Netherlands, Wolters Kluwer supports customers through the delivery of sophisticated technology and services solutions, including information solutions, software, and other critical platforms integrated into their technology stack. The company works with professionals focused on healthcare; tax and accounting; financial and corporate compliance; legal and regulatory; corporate performance; and ESG. Wolters Kluwer reported 2024 annual revenues of €5.9 billion, with customers in more than 180 countries, operations in 40 countries, and approximately 22,000 employees.

The legaltech sector today is highly competitive and fragmented. With support from Wolters Kluwer, a trusted provider of technology solutions, Brightflag is poised to rise above its competitors and sector headwinds to unlock the next phase of growth and contribute to additional sector defragmentation. In addition, Wolters Kluwer expects a return on investment using its after-tax weighted average cost of capital (8%) after just five years of ownership. That’s significant because as a publicly traded company (EURONEXT: WKL), Wolters Kluwer has a fiduciary responsible to act and invest in its stakeholders’ best interests. The company expects that the acquisition will not impact annual earnings, which is remarkable given the expected return after just a half decade.

The transaction, a cross-border deal that saw a Netherlands-based entity purchase a technology company founded in Ireland and now with a significant presence in America and Australia, was the result of robust due diligence to identify Brightflag as an appropriate target and ensure it was a platform and culture fit. Wolters Kluwer delivered the most compelling bid among numerous potential buyers—including strategic and financial players—following an expedited closing timeline.

What is the impact of this deal for the company?
In 2024, Brightflag’s revenue increased by 36%. At the same time, the impact of AI on technology companies across sectors and geographies reached unprecedented heights. The investment in Brightflag and integration of its solutions into Wolters Kluwer’s established information services platform will help accelerate innovations in the AI-enabled resource, while Wolters Kluwer expands into the in-house legal departments of midsize companies throughout Europe and the United States.

Brightflag provides customers with monthly technology updates and associated best-practice guidance to support their utilization of the product. Through Wolters Kluwer’s investment, Brightflag customers will benefit from advanced capabilities enhancements and access to a full suite of complementary products.

What is the impact of this deal for the direct stakeholders?
With a sale price of €425 million, Brightflag’s shareholders—which included One Peak Partners, Sands Capital, Frontline Ventures, Tribal Ventures, and Enterprise Ireland—exited their position in the growing tech provider at an exceptional rate of return, adding valuable liquidity to their investment platforms.    Further, as part of the acquisition, Wolters Kluwer retained all of Brightflag’s 155 global employees—responsible for the day-to-day delivery of best-in-class resources and carriers of the company’s culture and brand—to ensure the seamless delivery of service and solutions to customers from the people that know them the best.

As part of the announcement, Wolters Kluwer released relevant financial information related to the transaction to the applicable financial markets to ensure compliance with local listing requirements.

What is the impact of this deal on society?
Fundamentally, Brightflag is an AI-powered legaltech platform that enables the chief legal counsel, general counsel, and other legal professionals employed by in-house legal teams and law firms to deliver the most efficient service to their clients and/or colleagues. Brightflag’s technology was developed with a simple hope in mind—to consider how legal spend impacts the bottom line of companies around the world and create a tool that unlocks the full potential of an organization by generating efficiencies, financial and otherwise.    Providing mission-critical tech solutions to corporate legal teams and outside counsel creates efficiencies that benefit the legal, operations, and finance teams of Brightflag customers and their stakeholders.

With the influx of capital from Wolters Kluwer, Brightflag can continue its technological innovations for customers. But the corporate investments don’t end there. Brightflag, since its inception, has been committed to ESG considerations, including the environment, corporate ethics, human and labor rights, and sustainable procurement policies. Brightflag’s ESG commitments have focused on making a positive impact on the markets in which it operates and as a global corporate citizen.

In its acquisition by Wolters Kluwer, Brightflag found a partner with ESG considerations in seamless alignment. Wolters Kluwer is an award-winning provider of ESG and EHS monitoring, reporting, analyzing, and related operational technology solutions. It believes deeply in empowering companies to achieve their goals related to the environment, social ethics, and corporate governance and related policies. The identification and subsequent acquisition of Brightflag shows that Wolters Kluwer believes deeply that the legaltech provider is a good cultural fit, just as acquiring the company is a good business decision.

What was most complex about this deal?
Underscoring the value proposition that Brightflag brings to its customers and the broader legaltech sector, the company’s sell-side advisors generated bids from approximately 40 parties. From there, due diligence sessions were held among 30 of the most interested parties and Brightflag’s leadership team, together with its advisors. These meetings resulted in more than 1,000 questions that drove further, bespoke analysis of the company’s P&L statement, client retention metrics, and other relevant considerations.

Following this due diligence phase, Brightflag received 20 competitive bids that considered the company’s financials and market differentiation. This reflected a 50% conversion rate from the initial list of active buyers to serious potential acquirers, with most bids coming in at more than 10x the company’s current ARR.

The deal’s process and outcome were made possible by a laser focus from leadership and their advisors, comprehensive due diligence, and deep relationships with the investor community in the European tech sector.

An expedited process significantly benefitted the company, its stakeholders, and the new investors. The sale process started in the middle of first quarter 2025, and by June, the company was sold.