The deal activity for the corporate team at Blaser Mills continues to be strong in 2024, despite the challenging economic conditions. Here are a few deal summaries that the team has worked on earlier this year, to showcase our capabilities on how we have helped businesses.
1. The corporate team, specifically Edward Lee, Richard Gowing and Iona Caseby, acted for a large agritech company specialising in ‘vertical farming’, in the purchase of a group of companies instrumental in achieving our client’s objective of bringing key processing capabilities in-house. We drafted a complex package of guarantees and collaterals to give the Lender security for providing a loan; analysed and advised on the National Security and Investment Act regime; undertook a significant due diligence report for the client which led to a considerable decrease in the proposed purchase price in favour of our client and drafted sophisticated earn out and bonus structures.
2. Blaser Mills acted for the parent company of a national property management services company in its sale to an Irish-based financial services company whose group includes a market-leading national company in the same space.
Besides navigating the international dimension of the transaction, we also negotiated a complex payment scheme (which allowed the seller to obtain payment over a set time frame) and concluded the transaction in a robust position maintained in favour of our clients.
3. Our corporate team acted for a Swedish provider of technology services (and part of a listed group), in the sale of its UK-based subsidiary specialising in engineering and digital services to an overseas based technological services provider.
We drafted a “reverse set-off” mechanism into the share purchase agreement, under which the seller would be entitled to obtain payment under the requirement by deducting its ongoing trade debts to the buyer and help resolve certain foreign currency control issues.
Our team achieved the client’s objective to ‘hive-off’ a non-core area of its European operations while allowing the buyer to strengthen its regional and UK presence.
4. Our Corporate team, led by Edward Lee and Richard Gowing, acted for the shareholders of a postal office group, on an investment agreement under which, a private equity firm would acquire a significant percentage of the company. The concept was the funding of a ‘buy and build’ strategy.
In order to achieve this, we reviewed and negotiated the investment agreement and assisted the client with disclosure against the warranties (including the “Horizon” software issues); reviewed an investor-friendly set of company articles and shareholders’ agreement in order to preserve the interests of the original shareholders; reviewed provisions relating to the allocation of ‘sweet equity’.
If you require legal assistance in relation to buying or selling a business, please contact our corporate team on +44 (0) 20 3814 2020 or email enquiries@blasermills.co.uk.