Yacht sailing towards the sun

Mergers & acquisitions

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 and often emotional aspects to consider and the right legal advice can help you to make the most of your transaction whilst ensuring the deal is as smooth as possible.

Our corporate lawyers regularly advise on:

  • Share acquisitions
  • Business and asset acquisitions
  • Management buy outs
  • Funding for acquisitions

Buying or selling a 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 will require your tax, accounting and legal advisers to work together for your benefit.

  • From the point of view of a seller, the ownership of the business will affect the type of sale transaction. If you are a sole trader or a partnership, an asset sale will be the only option, unless the business is first 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, a business acquisition may appear initially more attractive than acquiring the shares because the buyer has the opportunity to select which of the assets of the business it wishes to acquire and, which, if any, of the seller’s liabilities, (except in relation to certain liabilities, principally employment liabilities), it is prepared to assume. However, as most sellers wish to sell shares due to the tax benefits, we work with buyers in order to minimise the risk of acquiring unwanted liabilities when acquiring a company.

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 your and your business.

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 an M&A lawyer

If you would like to find out more about how our corporate team can support you with the acquisition or disposal of a business, please contact one of our lawyers directly or by calling 0800 652 8025. Please click here to see contact details for our Corporate partners.

Clarke Willmott has offices in Birmingham, Bristol, Cardiff, London, Manchester, Southampton and Taunton. We provide corporate legal advice both to businesses located within the UK and internationally.