Luther advises ITSC and spectrumK on merger to form VALUNY GmbH

The merger, on which Luther advised, was effected through the transfer of the assets of spectrumK GmbH to ITSC GmbH, which subsequently changed its name to VALUNY GmbH. With more than 600 employees and an annual turnover in excess of 100 million euros, VALUNY positions itself as a high-performing service provider for statutory health insurance and the healthcare market. The company is continuing the existing services provided by ITSC and spectrumK and is developing them further in a targeted manner. The portfolio includes, amongst other things, digital applications, modern cloud infrastructures and innovative contractual and care models in the areas of medicines, medical aids and care.

A Luther team, jointly led by Dr Thomas Halberkamp and Dr Daniel Schubmann, has been advising on the complex merger since November 2025. Particular legal challenges arose from the large group of shareholders in both companies, the extensive requirements under the law governing company conversions, and the preparation and implementation of the necessary shareholder resolutions.

In addition, Luther advised the companies on conducting the status proceedings to clarify the co-determination arrangements. The mandate thus encompassed not only matters of company law and the law governing corporate transformations but also key aspects of the future corporate organisation.

“The merger posed a particular challenge due to the complex shareholder structures and the high legal requirements. The Luther team supported us throughout the entire process with a high level of professional expertise, great commitment and pragmatic solutions. Luther played a key role in enabling us to successfully implement this complex merger,” says Dieter Loewe, Managing Director of VALUNY GmbH.

The merger was successfully completed with the entry of the merger in the Commercial Register and the subsequent technical transition. Since 1 September 2026, the company has been operating on the market under the name VALUNY GmbH.

About VALUNY

VALUNY GmbH is a service provider for statutory health insurance and the healthcare market. The company was formed on 1 September 2026 following the merger of ITSC GmbH and spectrumK GmbH. With more than 600 employees and an annual turnover of over 100 million euros, VALUNY combines expertise in the fields of healthcare, data and technology. Among other things, the company offers digital solutions, IT services and innovative contract and care models for statutory health insurance.

Further information: www.valuny.de

For ITSC GmbH and spectrumK GmbH

Luther Rechtsanwaltsgesellschaft mbH

Corporate/M&A, company law: Dr Thomas Halberkamp (Partner, lead), Dr Daniel Schubmann (Counsel, lead), Dr Julian Schüßler (Associate), Dr Eberhard Vetter (Of Counsel)

Employment law: Dr Marco Arteaga (Partner), Dr Lisa Kraayvanger (Senior Associate)

Regulatory law: Elisabeth Kohoutek (Partner), Dr Lea Hachmeister (Senior Associate)

Tax law: Dr Zacharias-Alexis Schneider, LL.B., LL.M. (Partner), Dr Marco-Marcel Niebuhr (Senior Associate)

Merger Control Law: Prof. Dr Christian Burholt, LL.M. (Partner), Ann-Kristin Freiheit (Senior Associate)

Trademark Law: Dr Geert Johann Seelig (Partner)