RadcliffesLeBrasseur handles a wide range of mergers and acquisitions, acting for both public and private companies in relation to the acquisition and disposal of shares and assets, including the takeover of public companies.
When acting for buyers, we regularly advise on the following:-
- drafting and negotiating heads of agreement between the buyer and the seller
- carrying out legal due diligence investigations into the structure, assets, liabilities and contractual arrangements of the target company or business
- drafting and negotiating the sale and purchase contract, including securing adequate warranty and other protections for the buyer
- negotiating all documents relating to bank funding or other acquisition finance
- drafting and negotiating all documents governing the relationship between the buyer and any remaining shareholders or between shareholders and participants in the buyer entity
- drafting and negotiating the service contracts of any selling shareholders remaining as directors of the target.
When acting for sellers, we frequently advise on the following:-
- protection of sellers by disclosure and warranty limitation
- warranty indemnity insurance
- CGT relief and other tax-planning measures
- structuring and securing the payment of any deferred and earn-out consideration
- drafting and/or negotiating all documents governing the relationship between the buyer and any seller who is remaining as a shareholder after completion
- negotiating the terms of employment or engagement of any seller retained by the target company or business
In M&A transactions, we work closely with external parties, including corporate finance houses, banks, accountants, surveyors and other experts. Within the firm, the work is handled by teams comprising specialists from all relevant departments, including Corporate, Employment, Commercial Property and Tax & Private Client.
The lawyers in our M&A team have extensive experience including:
- acting for the buyer in the £200m+ acquisition and subsequent sale of a property holding company, 280 Bishopsgate Limited
- handling the £175m reorganisation of a hotel group, involving the transfer of hotels to special-purpose subsidiaries
- advising on the £150m acquisition of a commercial property portfolio
- handling the £120m sale of shares in an offshore family trust company
- acting for Cancer Research Campaign in its merger with the Imperial Cancer Relief Fund to form Cancer Research UK, the largest private cancer charity in the world
- advising on the £73m purchase of a retail chain
- handling the £60m+ acquisition of a hotel in London
- advising on the £60m sale of a manufacturing company
- acting in a £50m purchase and refinancing of a hotel in London
- handling the €45m purchase of a jewellery company
- advising a manufacturing company on a £39m share buy-back
- advising on a £28m purchase of a software company
- handling the £27m cross-border sale of a distribution company
- advising on a £19m share acquisition of a shopping centre
- advising a listed plc on the £17m purchase of three companies and businesses in the specialist care sector
- advising on the $11m purchase of a debt-collection group
- handling the £8m disposal of a majority stake in a construction company to a venture capital house
- advising on the £5.8m acquisition of an LLP which operates care homes
- advising on the £5m disposal of two nursing home businesses
- handling the £4m disposal of a 50% stake in a construction company
- handling the disposal of a substantial shareholding in a UK listed sports company
- acting for a private individual on a substantial “off-market” acquisition of shares in an AIM-listed company
- acting for a Canadian purchaser in its acquisition of the UK’s largest supplier of master control switching and channel branding equipment for TV broadcasts
- handling the acquisition of the Consumers Association Testing Centre in Milton Keynes
- M&A is a core activity for the Corporate Department and several members of the department have extensive experience in this area.