Buying, Selling and Listings

Buying, Selling and Listings

Buying and Selling Businesses and Companies

Buying or selling a business, and in particular a company, is a complicated and usually time consuming process requiring expert legal and commercial advice. In purchasing the shares in a company a buyer will acquire its entire history, i.e. the benefit of all past and present arrangements as well as past and present liabilities. Not only should the buyer require substantial commercial accounting and legal due diligence on the target, but also extensive warranties and indemnities as to its past conduct. When acting for a seller we need to ensure the scope of these warranties and indemnities is reasonable and that there are sensible limitations on the Seller's potential liability.

Whatever the size of your deal, our specialists have the experience and knowledge to lead you to a successful conclusion in a timely and cost-effective manner.

At Philip Ross we work with you, your accountants and other professional advisers at every stage of the transaction drafting and / or advising on :-

  • Non-disclosure Agreements
  • Heads of Terms to include an Exclusivity or Lock Out Period
  • Legal Due Diligence
  • Sale and Purchase Agreements
  • Underlying Finance

Management Buy Outs

A typical management buy-out (MBO) is a transaction where the owner of a company sells some or all of its shares to a newly set up company owned by the management team where the transaction is financed by the management team and / or private equity investors or a bank. Around 15% of exits are thought to have some MBO element. A well put together MBO can be extremely rewarding for both those selling and those buying the business.

Our team have, between them, many years of extensive experience in acting for both owners, management, investors and funders of MBO's, typically ranging from £3M to £50M.

Mergers and Acquisitions

We have experience in most types of M & A transactions, primarily UK based deals, although we frequently advise on cross border transactions with an international element. We are also a founding member of Cyrus Ross, an organisation of European law firms, which enables us to deal with cross border transactions.

Our transactions typically range in size from £5M to £20M although we have also undertaken a number of transactions of up to £500M.

Listings

Our team have acted on a number of transactions over many years involving AIM admissions, IPO's and other fundraisings. We have acted for companies, management, nominated advisers and brokers.

Our experience includes :

  • Acting for sellers in the sale of their entire issued share capital for £330M of a pharmaceutical company involving cross border work
  • Implemented the management buy-out of a public relations group specialising in the financial sector including its financing from a major high street bank.
  • Acted for a Vendor in multi-million pound MBO of F1 racing team
  • Acted for an acquisitive wealth management company on the purchase of three separate financial services businesses
  • Acted for Vendors in a group company consisting of a Swiss company and a Nigerian company in a multi-million sale of shares to a US company in the oil and gas sector
  • Transacted for a financial services business in the acquisition of other financial services businesses
  • Successfully concluded the sale of a London based logistics company for a total anticipated consideration of around £7m
  • Successfully concluded the sale of a substantial central London surveyors practice to management.
  • Successfully negotiated the sale of a film storage company to highly cautious US purchaser despite numerous obstacles that periodically derailed the transaction
  • Transacted a management buyout of a UK company from an Israeli public company for circa £5m
  • Successfully negotiated the sale of a pharmaceutical manufacturer and distributor for £5 million
  • Implemented options to purchase a UK company developing cutting edge ophthalmic technology for Russian clients
  • Acted for an Indian Pharmaceutical company in £multi-million acquisition of UK pharmaceutical company
  • Acted for Indian cinema company in acquisition of majority stake in UK cinema chain
  • Acted for US-based pharmaceutical company in acquisition of a UK company specialising in clinical trials
  • Acted for Vendors in £20million sale of shares in a communications group to a US company
  • Acted for Purchasers in £multi-million purchase of international subsidiary of high-tech company (microwave technology)
  • Acted for Indian steel company in setting up a company in Georgia and dealing with international bank funding for set-up
  • Acted for Vendors in £10million sale of shares in financial consulting company to US company
  • Acted for Vendor in £26.5 million sale of Shares in off-shore Company with a 25-property portfolio
  • Acted for a consortium of Japanese companies in a £multi-million acquisition of shares in a joint venture company in the automotive sector

For more information please contact Georgina Kyriacou, Max Lesser, Arthur Fernandes, Grant Rechnic, Andrew Fishman, Harry Pattihis, Alun Williams or Lucy Paltnoi.