mergers & acquisitions all your transactions are a big deal to us

Transcription

1 mergers & acquisitions all your transactions are a big deal to us

2 Did you know? The Takeover Panel is consulting on new powers to enable enforcement of post-offer undertakings in a public takeover offer.

3 People often assume M&A is just about buying and selling assets. To us, it is much more than that. M&A is not a conveyor belt of deals but part of an overarching business strategy. M&A helps expand businesses, create capital, secure succession and realise commercial goals. Michael Harris, Head of M&A, Howard Kennedy 1

4 Buy and sell well For anyone who has established their own business, they will know that it is personal. Very personal. It is personal to us too. We know time, money, effort, investment and sacrifice comes at a great personal toll and, whether buying or selling assets, you need perceptive advice that addresses not only the individual transaction but also the wider impact on your business and its future. Entrepreneurs need to know when a deal is worth making or breaking and what the alternatives are. And there are always alternatives. Buyers too have to think strategically about purchases. Over-enthusiasm, mixed with lack of insight and due diligence, has seen many companies buy a business only to realise too late and at great cost the target was not what they expected. As American entrepreneur Warren Buffett once said, it is far better to buy a wonderful company at a fair price than a fair company at a wonderful price. M&A is not simply buying and selling. You need to have the right price, the right structure, the right contracts, the right guarantees and ultimately the right direction. You also need the right advice. The risk is making one wrong deal that can cause lasting business problems. 2

5 Our services From start-ups to publicly listed companies, from UK family-run enterprises to international crossborder conglomerates, Howard Kennedy s M&A team has helped clients achieve their growth ambitions through transactional expansions for years. Our experience in running transactions, in both public and private deals, means that our attention to detail and astute approach are present no matter what the size of the deal. We advise on terms and structure of sales and purchases. We also offer advice on the strategic aspects of growth and exit planning options other than simple M&A, private equity and joint ventures. Our work has a considerable international aspect. Clients from around the world, including the US, Europe, the Middle East, Africa and Asia, have turned to us for counsel on their UK and international transactional matters. We are also the UK member for the Meritas and Lawyers Associated Worldwide (LAW) alliances, giving clients access to leading international advice around the globe. 3

6 Market insight We usually ask business owners, why do you have a business? Income may be the immediate answer but, digging deeper, there are many wider issues. Employment, succession, growth, legacy, identity, self-worth, hunger and even professional satisfaction. M&A is not just assessing the value of your company in monetary terms but assessing what is best for you and your business in the long term. Michael Harris, Head of M&A, Howard Kennedy Recent work Acted for Interval Leisure Group in its US$100M transatlantic Joint Venture with CLC World Resorts & Hotels to establish VRI Europe Limited Acted for First Base on its joint venture funding with JP Morgan, including the development management agreement for its new Islington development Acted for a family consortium on the sale of its multi-million pound property portfolio at the Earls Court development site to Capital and Counties PLC Advising Manroy PLC, an international arms manufacturer, on its agreed public takeover by Herstal SA Advising TagMan Ltd on a sale of the company to Ensighten. (We provided discrete English law advice to Tagman Ltd on matters relating to ancillary documentation, employment matters and constitutional matters underlying the share movements) Advising Impresario PLC on the acquisitions of the Boardmasters and SW4 music festivals. 4

7 Case studies Gordon Brothers Europe acquisition of Blockbuster Entertainment Ltd and Blockbuster GB Ltd (Blockbuster): The Firm successfully advised restructuring specialists Gordon Brothers Europe, on the acquisition by its subsidiary TS 1973 Investment Holdings Limited, of the business and assets of Blockbuster Entertainment Ltd and Blockbuster GB Ltd (Blockbuster) from administrators Deloitte. The tax group dealt with all tax issues arising from the administration and reconstruction of the business. Acted for AIM listed Tangent Communications plc on its acquisition of the entire issued share capital of Goodprint (UK) Limited: The team advised client Tangent Communications plc on its acquisition of the multi-national online company Goodprint for 10.2 million. The acquisition provides Tangent with an expanded platform for their existing online retail business, printed.com along with instant access to an international market since Goodprint already operates in 17 countries, including Germany, France, and the Netherlands. Key contacts Michael Harris Partner: Head of Mergers and Acquisitions kennedy.com +44 (0) Ashley Reeback Partner: Head of Corporate +44 (0) Key Clients Ballymore Properties Limited Baker Tilly BDO CMA Corporation Limited (Australia) Enable Holdings Limited Frogmore Estates Limited Galliard Homes Limited Graff Diamonds Limited Impresario Plc Intrada Ships Management Limited Irish Bank Resolution Corporation Limited Mayfair Real Estate Limited Merchant Place Developments Limited Pedersen Group Santander Shore Capital Springer Science Stein Group International Sydney and London Properties Limited Washington Hotels The team delivers a superb and expeditious service Legal

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