Case study: Business Acquisition

Retained to act for a large French group, who wished to establish a specialist retail operation in the United Kingdom, in the acquisition of an existing family-owned group based in the West of England.  The target had a turnover of circa £6 million and was to form the cornerstone of a large multi-outlet national operation.

Led all negotiations with the vendors, who were to remain with the business to head up the French group’s UK business development and operations.  Concluded heads of agreement which included the formulation of earn-out arrangements, terms for the future participation of the family in the national business, and for the financing of future acquisitions.

Following this he instructed and supervised the work of solicitors to complete the acquisition and conducted a financial due diligence investigation.  His brief included a large element of discretion in view of his client having no UK presence.

Perry’s work included overseeing the conduct of the transaction and: -

• Undertaking a critical review and evaluation of the UK business plan;

• Advising on valuation;

• Bringing in and co-ordinating the role of a tax consultant to ensure the tax efficiency of the acquisition, financing and a structure for future acquisitions;

• Preparing and negotiating heads of agreement;

• Identifying and approaching alternative acquisition targets;

• Assisting in negotiations with bankers with regard working capital facilities;

• Assisting formulate and implement an employee share option scheme.

The UK Group now has 10 outlets throughout the UK.