Buying and Selling Businesses and Companies
Our team has the commercial and legal experience and knowledge to lead our clients to a successful, timely and cost effective sale or purchase. On purchasing a company’s shares, the acquisition of its entire history means the buyer requires substantial commercial accounting and legal due diligence on the target, and extensive warranties and indemnities as to its past conduct.
We work with our clients, their accountants and other professional advisers at every stage of the transaction drafting and / or advising on:
- Non-disclosure Agreements
- Heads of Terms to include an Exclusivity or Lock Out Period
- Legal Due Diligence
- Sale and Purchase Agreements
- Underlying Finance
A typical management buyout (MBO) is a transaction where the owner of a company sells some or all of its shares to a newly set up company owned by the management team where the transaction is financed by the management team and / or private equity investors or a bank.
Our team has, between them, many years of extensive experience in acting for both owners, management, investors and funders of MBO’s, typically ranging from £3m to £50m.
Mergers and Acquisitions
As a founding member of the Cyrus Ross European Group of Law Firms, we frequently advise on cross border transactions with an international element. We also hold experience in most types of M & A transactions which are primarily UK based deals. Our transactions typically range in size from £5m to £20m although we have also undertaken a number of transactions of up to £500m.
Our team has acted on a number of transactions over many years involving AIM admissions, IPOs and other fundraisings. We have acted for companies, management, nominated advisers and brokers.
Our experience includes
- Acting for sellers in the sale of their entire issued share capital for £330m of a pharmaceutical company involving cross border work
- Implementing the management buy-out of a public relations group specialising in the financial sector including its financing from a major high street bank
- Acting for a seller in a multi-million pound MBO of F1 racing team
- Acting for an acquisitive wealth management company on the purchase of three separate financial services businesses
- Acting for sellers in a group company consisting of a Swiss company and a Nigerian company in a multi-million pound sale of shares to a US company in the oil and gas sector
- Transacting for a financial services business in the acquisition of other financial services businesses
- Successfully concluding the sale of a London based logistics company for a total anticipated consideration of around £7m
- Successfully concluding the sale of a substantial central London surveyors practice to management.
- Successfully negotiating the sale of a film storage company to a highly cautious US purchaser despite numerous obstacles that periodically derailed the transaction
- Transacting a management buyout of a UK company from an Israeli public company for circa £5m
- Successfully negotiating the sale of a pharmaceutical manufacturer and distributor for £5m
- Implemented options to purchase a UK company developing cutting edge ophthalmic technology for Russian clients
- Acting for an Indian pharmaceutical company in multi-million pounds acquisition of UK pharmaceutical company
- Acting for an Indian cinema company in acquisition of majority stake in a UK cinema chain
- Acting for a US-based pharmaceutical company in acquisition of a UK company specialising in clinical trials
- Acting for sellers in £20m sale of shares in a communications group to a US company
- Acting for buyers in multi-million pound purchase of international subsidiary of high-tech company (microwave technology)
- Acting for an Indian steel company in setting up a company in Georgia and dealing with international bank funding for set-up
- Acting for sellers in £10m sale of shares in financial consulting company to US company
- Acting for seller in £26.5m sale of shares in off-shore company with a 25-property portfolio
- Acting for a consortium of Japanese companies in a multi-million pound acquisition of shares in a joint venture company in the automotive sector