BWB’s corporate team continue their gold run through 2012 with more completed deals:
Aquisition of testing business for 3i-backed Element Materials Technology
Client: Element Materials Technology Holdings Limited
Transaction: Purchase of MERL Technology Limited.
Element: www.element.com has a global network of laboratories with experts specialising in materials testing, product qualification testing and failure analysis for the aerospace and defence, oil and gas, power generation and transportation sectors. It already has 30,000 customers and has over 1,000 engineers and scientists who staff 10 laboratories in Europe and in the United States. Element’s aim is to consolidate this sector and become the leader in the field.
MERL Technology: http://www.merl-ltd.co.uk/ MERL provides R&D, laboratory testing and consultancy services on polymer and composite materials for engineering systems and structures.
Lawyers: Mark Tasker (Partner and Head of Corporate & Commercial) led the team, assisted by David Davies (Senior Associate), Jonathan Morris (Senior Associate), Natalie Knight (Associate) and Simran Sandhu (Solicitor).
Observation: This is our first acquisition for Element group, which has raised finance to consolidate the materials and inspection testing sector.
Purchase of business and assets of leading food waste business
Client: Riverside Bio Limited
Transaction: Pre-packed purchase of business and assets of food waste business from administrators. Riverside Bio acquired a 70,000 tonne per year plant with a unique ability to treat a wide range of urban food waste.
Lawyers: Mark Tasker (Partner and Head of Corporate & Commercial), Jonathan Morris (Senior Associate) and Fliss Berridge (Solicitor).
Observation: We are seeing increased activity in the food waste sector in the London area as the shortage of suitable waste processing sites begins to bite!
Advice on complex shareholder dispute in health and social care sector
Transaction: BWB advised the management of a private equity backed home care company in relation to their smooth exit from the business, which included advising on complex shareholder arrangements.
Lawyers: Martin Bunch (Partner and Head of Employment), Mark Tasker (Partner and Head of Corporate & Commercial) assisted by Jonathan Morris (Senior Associate).
Observation: We are advising an increasing number of clients seeking to exit, or exit other owner managers from, businesses that due to economic conditions have not performed as well as expected.
Sale of significant shareholding in leading UK supplier of Microsoft Business Solutions
Transaction: Sale of 50% stake in leading UK supplier of Microsoft Business Solutions.
Lawyers: Mark Tasker (Partner and Head of Corporate & Commercial) led the team, assisted by Jonathan Morris (Senior Associate) and Simran Sandhu (Solicitor).
Observation: This was another example of joint venture that had worked well for a number of years but where over time the parties had grown apart. A sad occurrence but becoming all too common!
Multi jurisdictional group re-organisation
Client: Screenvision Capital SAS
Transaction: A two stage cross border group re-organisation including a UK capital reduction and share buyback out of capital. Our role also included project managing lawyers, notaries and financial advisers in a number of European jurisdictions on a tight timetable driven by a variety of complex multi jurisdictions factors.
Screenvision Capital SAS: http://www.screenvision.fr/ is the holding company of the Screenvision Group which is one of the leading marketers of cinema advertising in Europe.
Lawyers: Mark Tasker (Partner and Head of Corporate & Commercial) led the team acting for Screenvision Capital SAS, assisted by Jonathan Morris (Senior Associate) and Simran Sandhu (Solicitor).
Observation: This reorganisation involved a complex series of transactions across numerous European jurisdictions.
Acquisition of ethical clothing company
Client: NUS Services Limited
Transaction: Acquisition by NUS Services Limited of the entire share capital of Epona Limited.
NUS Services: http://www.nus.org.uk/ is owned by Students’ Unions and the National Union of Students. One of NUS Services’s functions is the operation of a purchasing consortium on behalf of member Students’ Unions.
Epona: www.eponaclothing.com supplies Fairtrade cotton clothing and customised clothing to a number of universities and other institutions.
Lawyers: David Davies (Senior Associate), Natalie Knight (Associate) and Fliss Berridge (Solicitor) acted for NUS Services Limited.
Observation: Another transaction in the education sector where the firm has a wealth of expertise and experience.
Reorganisation of charity fundraiser
Client: Gift Group Limited
Transaction: Demerger of Listen business from the Gift Group.
Gift Group: www.thegiftgroup.com Leading street and telephone charity fundraising organisation.
Listen: http://www.listenuk.org/ has since 2008 delivered market leading telephone campaign solutions to the charity sector.
Lawyers: Mark Tasker (Partner and Head of Corporate & Commercial) led the BWB team acting for Gift Group and was assisted by Jonathan Morris (Senior Associate) and Natalie Knight (Associate).
Observation: Demerging Listen was strategically important for the growth of both the Gift Group and Listen.
Financial services advice for receivers of a US VC fund
Client: US Receiver of a $100m venture capital fund
Transaction: Advised on whether the financial services regulatory requirements in force at the time had been complied with during the marketing to UK investors of a US fund, which was established to invest in early stage US technology companies.
Lawyers: Malcolm Robson (Partner and Head of Dispute Resoultion) led the team and was assisted by Mark Tasker (Partner and Head of Corporate & Commercial) and Jonathan Morris (Senior Associate).
Observation: Financial services regulation is becoming an increasingly complex area and one where experienced expert advice is essential.
Record company restructuring
Client: ACE Records
Transaction: Advised on the company re-organisation.
ACE Records: http://www.acerecords.co.uk/ Ace is the leading re-issue record company in the UK, specialising in rock'n'roll, soul, funk, blues, jazz, R&B, garage rock and punk. The company was founded in 1978 by Ted Carroll, Roger Armstrong and Trevor Churchill.
Lawyers: Peter Bohm (Partner) and Fliss Berridge (Solicitor).
Observations: This was an intricate re-organisation requiring the careful balancing of each shareholder’s current and future needs.
Acquisition of Gubb Inns Limited
Client: Pig Inns Limited
Transaction: Acquisition of Gubb Inns Limited.
Lawyers: David Davies (Senior Associate) led the transaction.
Observation: This management buy-out is the first step of Pig Inns’ growth strategy.