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Mergers and Acquisitions

Economic turmoil. Bankruptcies. Future uncertainty. The decline in traditional Merger & Acquisition activity should not surprise anyone. Yet for some companies recession presents the most fertile opportunities for growth or acquisition and as we all theorise on what will happen next, there are definite signs of activity in a number of the sectors in which we work. 2010 could be the year of the green shoot.

Why we are different

Successful M&A work is an end-to-end operation: identifying opportunities, initiating negotiations and then guiding the client through the process to a successful transaction.

It is about far more than just “doing the deal”. It is about forging a relationship in which we are advisors and partners, not just lawyers. The result: a better deal for everyone concerned.

This is why as a prelude to each transaction we pick a team from within the Group that meets the needs and style of that particular client. An institutional client may feel comfortable with a typically streamlined and standardised approach. A family-owned business may want something more bespoke to mirror its own set-up. Here we may well find ourselves filling the role of in-house counsel - bringing objectives into focus, adding value at each stage, and executing the deal through such an integrated approach.

There is also a prominent international dimension to all of this work, stemming from the diverse nature of our client base and our own lawyers. International investors coming into the UK will find us uniquely well qualified to guide them through the corporate process here. While our partners have the expertise and experience to take the lead in multi-jurisdictional deals that sometimes bypass the UK altogether.

Services

Our Mergers and Acquisitions Group works across a broad range of sectors, advising both public and private companies on:

  • Purchases and sales of companies or their assets
  • Recommended takeovers
  • Private equity transactions, including buy-outs and buy-ins
  • Transactions involving reorganisations and demergers
  • Schemes of Arrangement
  • Restructurings

Experience

Advised the sellers of Beatthatquote.com Limited on its disposal to Google Inc. for a sum of $61.5 million.

Advised Royal Unibrew A/S, the second largest brewery group and largest beer exporter in Scandinavia, on the sale of its majority interests in three breweries and a bottling plant in the Eastern Caribbean to a group based in the Dominican Republic. A Share Purchase Agreement was signed and the completion of the transaction, which is subject to certain conditions, is expected to occur in February 2010.

Advised existing client, Osem UK Limited on its 2009 acquisition of the business of Yarden GB, a leading distributor of kosher food in England. The deal significantly expands Osem's coverage of the UK kosher food products market. Nestlé International SA is the majority owner of Osem.

Advised Quotient Bioscience Group Limited, a leading provider of analytical and safety evaluation services and products for bioscience and sport on its ongoing acquisition programme which has covered three acquisitions in the last twelve months on top of five others since its formation in early 2007.

Acquisitions have included:

  • Amersham Radiolabelling Services, the Cardiff-based radiochemical custom synthesis operations of GE Healthcare.
  • Phase 1 Clinical Trials business of Charles River Clinical Services Edinburgh Limited.
  • Advised Quotient Bioscience on its acquisition of the entire issued share capital of Pharmaceutical Profiles Group Limited.
  • BioDynamics Research Limited, a leading specialist provider of metabolism, bioanalytical and radiochemistry services to the world-wide pharmaceutical and biotechnology industries.

Advised Quotient Bioscience Group Limited, on its raising of approximately £35 million following an investment by US private equity firm, TA Associates Inc.

Acted for Helical Bar plc on its joint venture vehicle with Grainger plc in connection with the £180 million mixed-use development of the area around Hammersmith Town Hall, at the western end of King Street.

Advised UMP plc, an AIM-listed Indian-movie production company, and its independent directors on the takeover by its Indian listed parent company of the remaining 23% minority not already held by UTV.