Corporate mergers and acquisitions

Expert legal advice throughout a business acquisition or disposal

Buying or selling a business can be a complex process with a number of important decisions to be made along the way. There are many legal, financial considerations and the right legal advice can help a business make the most of a merger or acquisition transaction and ensure the deal runs as smoothly as possible. Clarke Willmott’s specialist team of M&A solicitors advises corporate clients on complex and transformational transactions.

How our M&A specialist corporate solicitors can help

Our corporate solicitors regularly advise on:

• Share acquisitions
• Business and asset acquisitions
• Management buy outs
• Funding for acquisitions
• Buying or selling a business
• Employee ownership trusts

Who we can help and how

Clarke Willmott’s specialist team of mergers and acquisitions solicitors advises public and private companies, institutional investors and private individuals.

Working with expert advisors makes a real difference to the success of a transaction. Our team will work with you to identify your objectives so that you can proceed with the transaction that is right for you and your business.

A key consideration when acquiring or disposing of a business will be whether the sale and purchase should proceed by way of a sale of shares or assets. Each scenario has a unique structure and we will work closely with your tax and accounting advisers to agree the most beneficial solution.

When preparing to sell your business, the type of ownership will affect the type of sale transaction. If you are a sole trader or a partnership, an asset sale is the only option, unless the business is incorporated before selling it on to a third party. For an incorporated company, a sale of shares is usually the most tax efficient for the seller.

From a buyer’s view point, acquiring a business may seem more attractive than acquiring the shares. This is because the buyer can select which of the assets of the business it wishes to acquire and which of the seller’s liabilities (with some exceptions eg. employment liabilities), it is prepared to assume. However, as most sellers wish to sell shares due to the tax benefits, we work with buyers to minimise the risk of taking on unwanted liabilities when acquiring a company.

Some of our recent M&A transactions

Disposal of Sol Central for O&H Ltd

With property interests throughout the UK valued at approximately £1 billion, the privately owned O&H Ltd looked to dispose of Sol Central, a 190,000 sq ft mixed use leisure complex in Northampton. The business was acquired by Palace Capital who funded the purchase through a £20m share placing, with the intention of increasing income and adding capital value to the leisure destination.

Clarke Willmott advised on all documents required in connection with the transaction, drafting the “seller side” documents as well as reviewing and negotiating agreements prepared by the buyer’s lawyers. Despite being a long standing client of Clarke Willmott for property matters, O&H historically used another firm for their corporate work. With a successful transaction completed, we look forward to working with the group on more corporate matters in the future.

Disposal of PamPurredPets (Holdings) Ltd

Retailer PamPurredPets Ltd sold their entire shareholding to their competitors, Pets Corner in a £6 million deal. The transaction consolidated two leading brands creating the largest chain of pet food stores in the UK. Clarke Willmott, led by Kelvin Balmont, advised the sellers throughout the process.

“I was pleased with the smooth management of the sale of PamPurredPets by Clarke Willmott. They all took time out to explain the processes in order to ensure there were no surprises!“ Seller, PamPurredPets

Acquisition of Creasefield Ltd by Solid State Plc

The entire issued share capital of Creasefield Ltd, based in Crewkerne, Somerset, was purchased by AIM listed company Solid State plc. Creasefield specialises in the design and manufacture of custom battery packs to a diverse range of industry sectors. Clarke Willmott, led by Kirill Bingham, acted for the sellers in the process.

“Kirill Bingham and his colleagues at Clarke Willmott provided excellent support and guidance throughout the process. Always thorough and tenacious, Kirill delivered timely progress with a calming influence which was invaluable.“ Jason Holt, Creasefield Ltd

Acquisition of Evolve Telecom Ltd by communications specialist Onecom Ltd

This strategic multi-million pound acquisition was one of the most significant in Onecom’s history. Acting for Onecom, our Corporate team prepared and reviewed the documentation for the acquisition and also advised on and negotiated a large loan facility from Lloyds Bank in less than a week. The deal is expected to bring Onecom an additional £7m of earnings before tax and deductions in the first 12 months following the deal.

“We enjoyed working with the Clarke Willmott team led by Kelvin Balmont. They were responsive and proactive throughout the transaction and adapted as the deal evolved. We were working to very tight timescales and the Clarke Willmott team ensured that all the different elements of the transaction were synchronised to achieve these timescales.” Aaron Brown, COO, Onecom

Disposal of Pentest Ltd

Penetration testing is a key aspect of the cyber security framework of any large company. Pentest has an enviable client list including multinational companies, financial institutions and governmental bodies. Accordingly it was a highly desirable acquisition for many IT service groups. Our experienced teams and deep experience in the technology sector allowed us to bring a complex and challenging transaction to completion.

“I just wanted to send out a big thank you to all of you who have helped our deal go through. I know it wasn’t easy and we really appreciate all your efforts. I will certainly be recommending your team to others and I suspect we will be doing business in the future.” Mark Rowe, Owner, Pentest

Contact a mergers and acquisitions solicitor today

Our M&A solicitors based in Birmingham, Bristol, Cardiff, London, Manchester, Southampton and Taunton, are ready to support you with the acquisition or disposal of a business. We can provide corporate legal advice to businesses located within the UK and internationally.

Call for a free initial consultation today on 0800 652 8025 or get in touch online.