mergers & acquisitions: all your transactions are a big deal to us

mergers & acquisitions all your transactions are a big deal to us

Did you know?

• The average time taken to complete a deal in 2014 was 96 days, as reported in the MergerMarket Global and Regional M&A Report 2014. This is expected to be as a result of deal complexity, competing bids and possibly increased size of deals.

“The team are very commercial in their advice.

They were always responsive – very much on the case and very good at returning calls.”

Chambers UK 2015

“People often assume M&A is just about buying and selling assets.

To us, it is much more than that.

M&A is not a conveyor belt of buying and selling but part of an overarching business and investment strategy. M&A transactions can help expand business, generate capital, secure succession and realise commercial goals.�

Ashley Reeback, Head of Corporate, Howard Kennedy

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Buy and sell well For anyone who has established their own business, they will know that it is personal. Very personal. It is personal to us too. We know time, money, effort, investment and sacrifice comes at a great personal toll and, whether buying or selling assets, you need perceptive advice that addresses not only the individual transaction but also the wider impact on your business and its future. Entrepreneurs need to know when a deal is worth making or breaking and what the alternatives are. And there are always alternatives.

Buyers too have to think strategically about purchases. Over-enthusiasm, mixed with lack of insight and due diligence, has seen many companies buy a business only to realise too late – and at great cost – the target was not what they expected. As American entrepreneur Warren Buffett once said, it is far better to buy a wonderful company at a fair price than a fair company at a wonderful price.

M&A is not simply buying and selling. You need to have the right price, the right structure, the right contracts, the right guarantees and ultimately the right direction. The risk is making one wrong deal that can cause lasting business problems. Our experienced advice can add a new dimension to the transaction.

“Howard Kennedy’s M&A team, led by Michael Harris, has particular expertise in restaurant, hotel and leisure transactions.”

Legal 500 UK 2014

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Our services From start-ups to publicly listed companies, from UK family-run enterprises and family offices to international cross-border conglomerates, Howard Kennedy’s M&A team has helped clients achieve their growth ambitions through transactional expansions for years.

Our experience in running transactions, in both public and private deals, means that our attention to detail and astute approach are present no matter what the size of the deal.

We advise on the terms and structure of sales and purchases. We also offer advice on the strategic aspects of growth and exit planning – options other than simple M&A, private equity and joint ventures.

Our work has a considerable international aspect. Clients from around the world, including the US, Europe, the Middle East, Africa and Asia, have turned to us for counsel on their UK and international transactional matters. We are also the UK member for the Meritas and Lawyers Associated Worldwide (LAW) alliances, giving clients access to leading international advice around the globe.

“Ashley Reeback is recognised by sources for his capabilities in M&A and AIM matters, among other corporate work. He worked with Tangent Communications on its buyout of Goodprint for £10.2 million.”

Chambers UK 2015

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Market insight “ Businesses are bought for a variety of reasons; for investment to create an income stream; to create and realise value for entrepreneurs or investors in the short/medium term or simply to create a family enterprise. Exits need not simply be to realise a gain but for strategic business reasons or part of a succession plan. Our advice draws on our experience to understand your goals and employ the tactics needed to achieve them.”

Michael Harris, Head of M&A, Howard Kennedy

Recent work • Advised on the sale of Funkin Limited, the cocktail mixer business which sells mixers for Pina Colada, Strawberry Daiquiri and Espresso Martini through its website and retailers including Sainsbury’s, Tesco and Majestic Wine, to AG Barr plc, the soft drinks company that makes Irn-Bru, in a deal worth up to £21m • Advised specialist investment firm Young Associates Limited on the acquisition, together with management, of Micad, a software as a service property management and compliance solutions provider, in a transaction for an undisclosed sum • Advised Christian Nellemann, CEO and founder of XLN, an independent provider of fixed line and mobile telephony, broadband, energy and card processing services, on the disposal by ECI Partners of its stake to management, financed through vehicles managed or advised by GSO Capital Partners, a division of the Blackstone Group. The transaction value was an undisclosed multi mullion pound sum

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• Advised Interval Leisure Group in its US$100m transatlantic joint venture with CLC World Resorts & Hotels to establish VRI Europe Limited • Advised English Rose Enterprises, a company owned by Andrew Perloff and family, on the acquisition, by way of a recommended public takeover, of Beales plc, the national department store chain which operates 30 department stores across the UK • Advised Impresario Festivals Plc on the acquisition of the share capital of Lock’n Load Limited (proprietor of the SW4 music festival) for an undisclosed sum and separately on the acquisition of the Boardmasters music festival • Advised Manroy Plc, an international munitions dealer, on its agreed public takeover by Herstal SA • Advised Canburg, the owner of renowned luxury fitted furniture businesses - Mark Wilkinson Furniture and Smallbone of Devizes - on the capital investment of £8 million from The Business Growth Fund (BGF)

Case studies

Key contacts

Jelf Group Plc acquisition of insurance brokers Beaumonts Insurance Group Ltd and new facilities Advised AIM listed Jelf Group Plc on the acquisition of Yorkshire based insurance brokers, Beaumonts Insurance Group Ltd for consideration of up to approximately £18.3m. This acquisition significantly extends Jelf’s network of offices across the North of England. Beaumonts Insurance Group Ltd is the second major Yorkshire acquisition undertaken by Jelf, the first being the Hull based The Insurance Partnership in 2013, on which the M&A team also advised. In addition the firm also advised Jelf on its new £25 million loan facility with Barclays Bank Plc, which funded the acquisition of Beaumonts Insurance Group Ltd. Paradigm acquisition of 50% stake in Coda Music Agency Advised Paradigm Talent Agency, the leading entertainment talent agency, founded in 1992 and based in the US, with offices in Los Angeles, New York City, Monterey, California and Nashville, Tennessee on the acquisition of a 50% stake in London-based Coda Music Agency. The deal enables each agency to pool their expertise and resources on a global basis, providing them each with a more global presence. Coda represents more than 500 artists and DJs from a wide range of genres, including Emeli Sandé, Jake Bugg, The xx, Bon Iver, Rudimental, Imagine Dragons, Ellie Goulding, Disclosure, Bastille and many others.

Sale of cosmetics brand Models Own Advised two of the major shareholders of Models Own, the high profile cosmetics brand, on the sale of the company to retail conglomerate Fawaz Alhokair & Co, for an undisclosed sum. The shareholders founded the business in 2008, growing the brand into one providing a range of nail varnishes and lipsticks, popular with celebrities and musicians, sold through store concessions and its own Bottleshop outlets.

Sale of Rum Brand “Joseph Banks” Advised the sellers of the premium rum brand Joseph Banks (Banks 5 Island and Banks 7 Golden Age) on their multi million pound sale to Bacardi International. The transaction included multi-jurisdictional elements, trademarks and brands, and involved finding a safe home for the development of these brands internationally.

Michael Harris Partner: Head of Mergers and Acquisitions michael.harris@howardkennedy.com +44 (0)20 3755 5488 Ashley Reeback Partner: Head of Corporate ashley.reeback@howardkennedy.com +44 (0)20 3755 5676 Key Clients Automated Systems Group Limited Ballymore Properties Limited City & Docklands Property Group Euroffice Limited First Base Limited Fitbug Holdings Plc Galliard Homes Limited Impresario Festivals Plc Interval Leisure Group Jelf Group Plc Luxottica Retail UK Limited Marriott Vacations Worldwide Merchant Place Developments Limited Mirada Plc Pandora Jewellery UK Limited Panther Securities Plc PaymentSense Limited Springer Science + Business Media Sydney & London Properties Limited Tangent Communications Plc Westside Investments Plc Yoo Holdings Limited Young Associates Limited Yum! III (UK) Ltd and Kentucky Fried Chicken (Great Britain) Limited

“The team delivers a ‘superb and expeditious service’” Legal 500 UK 2014

No.1 London Bridge London SE1 9BG DX 144370 Southwark 4 Tel: +44 (0)20 3755 6000 Fax: +44 (0)20 3650 7000 www.howardkennedy.com