Acquisitions and Mergers, M&A
If you are going to be involved in a merger or acquisition, you need specialist legal advice you can rely on. Here at Altmore Business Law we have exceptional experience in handling mergers and acquisition for clients across all sectors, regardless of size. To discuss how we can help you make a smooth transition, make contact today by calling 0845 094 9000 or email firstname.lastname@example.org and a member of our team will get back to you right away.
By M&A we mean the acquisition of an unlisted (private) company or business and, where necessary, its integration or merger with the buyer’s existing assets. The transaction often may be effected by negotiating a shares or assets sale and purchase agreement (SPA). However if when buying shares there are many selling shareholders the SPA procedure may not be practicable. Instead, buying clients must proceed by way of an offer document or circular (OD). The OD explains terms inviting acceptance and states what level of acceptances will be sufficient for the buyer to complete. Potentially the SPA and the OD could be used in combination where, for example, a small number holding a majority of the target shares agree conditionally to sell within an SPA but there are also many other disparate shareholders.
The SPA procedure is governed by negotiated private contract. In contrast; the OD is governed by a framework of open offer and acceptance, the squeeze–out and sell-out provisions of the Companies Act 2006, sometimes the Takeover Code and, invariably, by s21 Financial Services and Markets Act 2000 and the law on financial promotions.
Consequently the SPA and OD approaches have very different commercial, legal and procedural implications. The SPA allows for considerably greater negotiation as dealing with the sellers directly; with the OD the buyer must be guided by the lead shareholders at best. The SPA process usually allows full due diligence; with the OD there may be limited or no provision of unpublished information. The SPA is executed and completed on an agreed date; the OD stands open for acceptance during a period of uncertainty - potentially culminating with a level of acceptances too low for the buyer . Drag and tag along provisions if present within the target company’s articles of association may well be of assistance but will definitely complicate the transaction’s design.
Specialist M&A Lawyers
Mergers are a complex area of the law, and acquisitions most often require sophisticated negotiation of a share purchase agreement. However, with the right dedicated legal team on your side, the process can be straightforward, and you can be confident that all of your legal matters have been handled with the utmost care.
We are more than just a niche team of lawyers, we are a dynamic, strategic firm that can help your company go through the merger or acquisition process successfully. By virtue of our size, transaction instructions are taken on very selectively and our M&A advisers are highly accessible at all times during and outside office hours as the deal imperatives dictate. We will not just advise but take proactive steps to ensure the best results for you and your business. To discuss how we can assist, contact us today.
Our Mergers + Acquisitions Services
Our hybrid group of professionals can assist with all aspects of the merger or acquisition process, including:
- Analysis of market position, strength, financial performance and valuations
- Structuring as a private share purchase agreement or open offer document
- Assess any drag and tag along provisions in the target company’s articles of association and the relevance and availability of the statutory squeeze out provisions
- Advise on application of the Takeover Code and the Financial Promotion Order
- Conduct due diligence and assessment of assets, liabilities and risks
- Report on intellectual property issues, trade agreements, legal proceedings, etc as necessary
- Advise on cash or paper consideration
- Draft bespoke deferred, locked box and earn out structures
- Recommend in-house post-acquisition integration steps
- Advise on operational compliance issues including employment law, corporate governance and company structure
- Tax including share options
- Cross border and international aspects
Contact our Business and Company Sale Lawyers Birmingham, London, Cambridge, Oakham, Nottingham & Loughborough Today
Not only do we offer exceptional service, but also highly competitive fees for our services. Our skilled team of hybrid qualified professionals understand and appreciate your concerns, which is why our complementary services are designed to cover almost every aspect of your merger or acquisition. We pride ourselves on providing a comprehensive professional service – one of range and of the highest quality, using the same people throughout and without the price tag of City firms. For an assessment of how our team can help you with a merger or acquisition contact us today by calling 0845 094 9000 or email email@example.com and we will get back to you right away.