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Great care needs to be taken in finding, assessing, negotiating and completing acquisitions. We guide our clients through each of these steps, using our skills from being experienced "door openers", initiating confidential dialogue with vendors, to negotiating and closing transactions.
Our aim is that every transaction on which we advise results in the optimal mix of what we call the Corbett Keeling "3 Cs". Having listened carefully to our clients' objectives, our approach ensures they achieve the best possible combination of:
Cash – minimising the consideration you pay both upfront and on an earn-out
Chemistry – ensuring the business you acquire fits your culture and flourishes
Where our clients are considering international acquisitions, Corbett Keeling works closely with our partners at Globalscope, who provide our clients with local presence and knowledge as well as identifying acquistion opportunities.
We have built strong relationships with all the key equity, debt and other funders and, therefore, are ideally placed to arrange acquisition finance on behalf of our clients.
The chance to carry out a management buy-out ("MBO") is often a once in a lifetime opportunity for a management team to make a substantial capital gain. The skill is to recognise the opportunity before it becomes widely apparent - it may arise when:
Corbett Keeling has developed a tried and tested process to guide the MBO team from initial discussions with the current owner of the business through to completion.
Vital to the success of any buy-out is obtaining the very best access to funding. Corbett Keeling, therefore, devotes considerable resource to building and maintaining relationships with equity and debt providers and has an exceptional track record in matching management teams with suitable backers.
As pre-sale business preparation is key to success, Corbett Keeling has developed its PRO Review (Positioning and Readiness Optimisation Review) to give business owners an indication of the current value of their business and to help them identify how they might adjust its positioning to increase this value.
It enables business owners to pinpoint the key selling messages of relevance to buyers, so that these can be developed and clearly presented in all sales materials.
The PRO Review additionally provides a readiness assessment and suggests ways to ensure the business is prepared for the sort of examination it will be subjected to by buyers.
If your acquisition target company falls under the regulations of the City Code on Takeovers and Mergers ("the Code") - broadly that is if your target is a public limited company or has issued a prospectus in the preceding ten years - we will guide you through all the steps to ensure full compliance with the Code, communicating on your behalf with the Panel and steering you through the process of making an agreed or contested takeover bid.
The Code is designed principally to ensure fair treatment of all shareholders in relation to takeovers, but also applies in certain situations where a takeover is not intended or does not happen. For example, if a shareholder or group or shareholders increases its stake in a company to more than 30%, it may need a 'whitewash' under the Code in order to avoid being compelled to bid for the company. Corbett Keeling advises its clients and prepares the documentation required by the Panel in these situations.
Corbett Keeling's Chairman and Chief Executive, Jim Keeling, served as Alternate on the Takeover Panel for two years.
Companies may have multiple forms of capital, including different classes of ordinary shares, preference shares, options, warrants, mezzanine funding and senior debt. In some cases, management teams or other stakeholders may have special rights through ratchet and similar mechanisms.
There will be times when the interests of the holders of each capital class are not aligned and stakeholders need advice to help them protect or improve their position.
In these cases, Corbett Keeling represents the members of one class or one shareholder in order to achieve the best possible result for them.
Corbett Keeling has advised SONEAS and its shareholders on its sale to UQUIFA, the Vivimed Group's API business. Soneas broadens Uquifa's offering in the CDMO sector with new development capabilities and an enhance project pipeline.
About Soneas Soneas, established in 1996, with a team strength of 144 people, is a Budapest headquartered firm with business verticals focused on research, development, and custom manufacturing, targeted at the innovator pharma and fine chemical sectors.
About Uquifa Uquifa has three FDA inspected manufacturing sites across Spain and Mexico and caters to the generic and ethical API segments of the global pharma market. It has had a trusted franchise across regulated markets for 80 years.
Saurabh Gurnurkar, Executive Director of Uquifa, said: "Uquifa believes the acquisition of Soneas will allow it to expand faster into the CDMO sector (40% of Uquifa sales) where it already has an important presence in the geographies of USA, Europe and Japan. To build on the cost-effective development capabilities with aggressive timelines and, to deliver effective results for the combined customer base, will be a key objective for Uquifa."
Corbett Keeling has advised Futuresource and its founders on joining a private equity backed family of high growth businesses.
About Futuresource Futuresource is a specialist research and knowledge-based consulting company specialising in market forecasts and intelligence reports. Futuresource provides essential data and strategic insight to a range of clients with an interest in the dynamic electronics and media industries including the largest well-known global brands. The founders of Futuresource had built a successful business over 20+ years and were looking to reduce their financial commitment and find a good home for the business as they stepped back.
Our role and added value Corbett Keeling was engaged to find and execute the best solution for Futuresource and the founders. We worked closely with Futuresource’s senior management over a number of months to identify and assess their strategic options, develop targeted business plans and structure the deal to capture value. Our approach achieved an optimal valuation for the exiting founders and a great home for the business.
Sarah Carrol, Co-founder of Futuresource, said: “As with most entrepreneurs, we have poured our hearts into our business and, although realising we would at some point need to step back, were cautious about beginning the process. The team at Corbett Keeling really were excellent at guiding us through the options and, when the time came, ensuring we secured the best deal with the best partner.”
Ian Roper, CEO of Futuresource, said: “None of the Futuresource team had fully realised how much effort goes into preparing for and executing a transaction. I am extremely pleased we had the Corbett Keeling team working with us side-by-side throughout, their input was essential and added value both for the exiting founders and for the ongoing business.”
Eric, Private Equity Principal, said: “We love this business and the management team’s plan for it. My thanks go to Corbett Keeling for connecting us to this opportunity and helping build a deal that works for all sides – they clearly know what we are looking for and drew out the key points.”
Corbett Keeling advised the management team of Speciality European Pharma Limited (“SEP” ) on the acquisition of the speciality pharmaceutical and medical devices group from its venture capital shareholders with the backing of Juno Pharmaceuticals Inc. (“Juno”), an international specialty pharmaceutical company and leading life science investor. Headquartered in the UK, SEP is a speciality pharmaceutical and medical devices group that focuses on meeting the needs of the specialist physician. The Company was founded in 2006 and has grown rapidly over the past five years, with a commercial presence in much of Europe and a desire to grow beyond. The transaction provides the Company with the opportunity not only to continue its growth strategy with the existing products but also to invest for the long-term in the untapped potential in its proprietary development portfolio. Commenting on the Management Buy-Out, Jim Keeling, Chairman of Corbett Keeling, said: “Following the buy-out of SEP, the management team is extremely well placed to grow the business and realise the potential of its product portfolio. Together with backers, Juno, we wish them a successful future partnership."
Patrick Banks, CEO of Speciality European Pharma, said: "Corbett Keeling created a way forward, where others could not, at a critical moment for the management team. Their access to the appropriate funders in the UK and overseas, and their ability to move quickly, were both crucial to making this transaction possible." SEP press release
The management team of Advanced Power UK Ltd, the leading international developer of independent power generation projects, acquired the company from 3i plc in an MBO. Advanced Power develops and invests in power generation and related infrastructure projects in Europe and North America. Corbett Keeling provided targeted financial advice to the management team at key points during the MBO process and prior to that as the business was restructured.
Corbett Keeling advised Intrapharm Laboratories on raising debt funding in order to finance the company's acquisition strategy. Intrapharm Laboratories supplies both niche and branded pharmaceuticals to the NHS and international markets. Its team of professionals has many years of experience in the commercialisation of pharmaceutical products, taking them from registration to patient and thereby fostering a mutually beneficial relationship.
Hörmann International Beteiligungs GmbH, part of the Hörmann Group, a family owned German manufacturer of industrial and residential doors, acquired IG Doors Ltd, a UK manufacturer of external doors for the housebuilding industry. This provided an exit for NVM Private Equity, which backed the MBO of IG Doors in 2003. Corbett Keeling identified the opportunity and, working together with its German Globalscope partner, CatCap Corporate Finance, introduced it to the Hörmann Group.
Xerxes Equity Ltd is an investment company, which was formed by John Cowley in 2011, with the intention of building a market leading group of building products manufacturers. Xerxes acquired four businesses from Eleco plc, an AIM listed company, including SpeedDeck Building Systems, Downer Cladding Systems, Stramit Panel Products and Prompt Profiles. Corbett Keeling has worked for many years with John Cowley, who has been conducting turnaround projects for the last 18 years, and introduced this opportunity to Xerxes Equity.
Cantab Asset Management, the firm of independent financial advisers formerly known as Saunderson Asset Management, acquired Hodgson & Faraday, a fellow financial advisory firm. Corbett Keeling introduced the opportunity to Cantab and advised on the terms of the transaction.
GMT Communications Partners backed the £38.5m investor buy-out of MeetingZone Ltd, a provider of conference call services to business and home users, from the founders, Tim Duffy and Steve Gandy. Corbett Keeling introduced GMT Communications Partners to this investment opportunity.
Redeem, which recycles used mobile phones, print cartridges and other electronic devices, was acquired by a management buy-in team led by Curt Hopkins and Pete Petrondas and backed by Trevor Bayley, a founding partner of HgCapital. Corbett Keeling helped identify the opportunity for the buy-in team.
Constantine Group plc, which invests in the logistics, manufacturing, property and renewable energy sector, backed the management buyout of The Green Company (Europe) Ltd, a renewable energy company specialising in the installation of onshore wind and solar farms. Corbett Keeling advised Constantine Group plc on the terms of the transaction.
Frazer-Nash (Midhurst) Ltd, a company that designs and manufacturers food handling, processing and packaging machinery, was acquired by a management team led by Paul Mortlock. Corbett Keeling advised Paul Mortlock and the investor on implementing the transaction.
Micro Materials Ltd, a manufacturer of scientific analysis instruments, was acquired from Millbrook Scientific Instruments plc by a management team backed by David Harding. Corbett Keeling advised David Harding on the acquisition.
Home Choice Care, a provider of care to individuals in their own homes, undertook an acquisition search which resulted in the acquisition of Lilac Care Ltd, a provider of in-home care support services. Corbett Keeling undertook the acquisition search on behalf of Home Choice Care. Home Choice Care was subsequently acquired by Westminster Homecare in November 2012.
HCML, the UK’s leading independent provider of professional rehabilitation, case management and employment services to the insurance industry, solicitors and corporate clients, undertook a secondary management buy-out from 3i. Corbett Keeling advised Helen Merfield, CEO and founder of HCML on all aspects of the buy-out, including arranging funding, agreeing terms and managing the whole process on behalf of the management team.
The management team of Communisis Bath Business Forms and Economailer, leading UK manufacturers and distributors of business forms and stationery, acquired these companies from UK listed company Communisis plc in an MBO. The businesses were renamed Integrity Print. Corbett Keeling advised the management team, led by Mark Cornford, on all aspects of this MBO, including arranging funding, agreeing terms and managing the whole process on behalf of the management team.
The Keswick Enterprises Group, a UK-based private equity investor set up in June 2004 by John Harvey CBE and associates to invest in logistics and supply chain-related businesses, acquired Link Logistics Group, a provider of contracted logistics services for the food industry at both frozen and ambient temperatures. Corbett Keeling advised Keswick Enterprises on the terms of its acquisition and funding.
Dernier & Hamlyn, a manufacturer of lighting equipment, raised development capital from Endless LLP and acquired Tindle Lighting, a fellow manufacturer of lighting equipment. Corbett Keeling advised the company on its fund raising, which comprised a mixture of debt and equity, helped identify acquisition opportunities and advised on the terms of the acquisition of Tindle Lighting.
Exmet Building Products Group Ltd, a new company formed by John Cowley, Nigel Dickinson and Roger Hall, acquired Expamet Building Products Ltd, a manufacturer of specialist metal building products from Royal Bank of Scotland. The management buy-in was backed by GE Capital. Corbett Keeling advised the management buy-in team on all aspects of their acquisition, including raising finance and negotiating the terms of the transaction.
Tysers, a provider of insurance and reinsurance brokerage services, was sold to its management team in a funding and share re-structuring led by Christopher Spratt as Chairman and Chris Elliott as Chief Executive. Corbett Keeling advised on all aspects of this management buyout and shareholding restructuring, including advising the outgoing shareholders on the sale of their shares, the new shareholders on the acquisition of their shares, the company on the raising of finance and the terms of the transaction, and managing the process throughout.
BigHead Bonding Fasteners, a manufacturer of stainless steel fasteners for a variety of industries, was sold to its management team, led by Brian Giddings, and backed by EPIC Investment Partners. Corbett Keeling advised the management team on raising finance and the terms of the transaction and managed the whole process on behalf of the management team.
Corbett Keeling acted as expert witness in the case of Chantrey Vellacott vs Convergence. The dispute concerned the way in which one would go about attracting investment into a substantial telecoms project. Corbett Keeling's experience of fund-raising, including in the telecoms sector, meant we were ideally placed to provide the support required.
Towry Law Insurance was sold by Towry Law plc to its management team, led by Martin Wright. The MBO was funded by Broker Network plc, a trade investor. Corbett Keeling advised the management team on finding and structuring the financing and on the design and terms of this highly unusual "trade-backed management buy-out" transaction.
Advantage Healthcare, a leading healthcare services provider trading under the name BUPA Healthcare Professionals, was sold to a management team backed by Rutland Partners. Corbett Keeling advised the management team on raising finance, structuring the transaction and negotiating terms.
Find.co.uk, one of the UK’s leading consumer finance portals, was sold to a management team backed by Electra Quoted Management and FF&P Private Equity. Corbett Keeling advised the management team on the entire process, including raising finance, structuring the transaction and negotiating terms.
Ashley House, specialists in funding the design and development of flexible and effective health and care properties, raised and refinanced equity and debt. Corbett Keeling advised Ashley House on this financial restructuring and fund raising.
Glencairn Ltd, an insurance broker, was acquired by its management team from Glensure Ltd, a subsidiary of Glenrand, a South African provider of risk advisory and financial services. Corbett Keeling advised the management team of Glencairn on the buyout of their business.
Oakburn Properties, the property investment company, was taken private in a contested takeover. Corbett Keeling advised the bidder, Hodgson & Faraday Property Management Services Ltd, on its successful takeover bid which was subject to The Takeover Code rules.
Terrace Hill, a provider of property investment and commercial property development services, made an offer for the shares of Grosvenor Land Holdings plc, a provider of real estate services, which the Terrace Hill concert party did not already own. Corbett Keeling advised Terrace Hill on the recommended bid for the quoted company which was subject to the Takeover Code rules.
Gieves & Hawkes plc, the bespoke gentleman's tailor, quoted on the London Stock Exchange, was subject to a recommended cash offer. Corbett Keeling advised the independent directors of Gieves & Hawkes plc on the offer for the company, which was subject to the Takeover Code.
The British Land Company plc, the property investment and development group, acquired by way of recommended cash offers FRP Group plc, a company which traded as an unquoted residential property investment company. Corbett Keeling originated this transaction.
WT Food plc, a producer and wholesaler of ethnic foods, was acquired by its management team in a buy-out backed by Bridgepoint Capital. Corbett Keeling advised a co-investor to Bridgepoint Capital. WT Foods was acquired by GraceKennedy, the large Caribbean conglomerate, in 2007 and now trades as Grace Foods UK.
Chivers Communications plc, publishers of large print and unabridged audio books and children’s books, acquired a 30% interest in Oneword Radio Ltd, operator of the only national commercial digital radio station dedicated to the spoken word. Corbett Keeling advised Chivers on its investment in Oneword Radio.
Linguaphone, a provider of self-study language learning products and associated support services, raised equity funding from two private equity investors. Corbett Keeling advised Linguaphone on raising this equity finance and restructuring existing capital.
Chivers Communications plc, publisher of large print and unabridged audio books and children's books, was listed on OFEX. The flotation followed the demerger from Gieves Group plc. Corbett Keeling advised Chivers Communications on its flotation.
Gieves Group, the quoted bespoke gentleman’s tailor, demerged its publishing business, Chivers Press Ltd, a publisher of large print and unabridged audio books and children’ s books. The shares of Chivers were admitted to trading on OFEX by way of a placing. Following the demerger, Gieves Group changed its name to Gieves & Hawkes plc. Corbett Keeling advised Gieves Group on the demerger of Chivers Press, a transaction governed by the Takeover Code and the Rules of the London Stock Exchange.
Linguaphone, a provider of self-study language learning products and associated support services, raised equity funding and restructured debt by way of a rights issue, an issue of convertible preference shares and an issue of warrants to subscribe for ordinary shares. Corbett Keeling advised Linguaphone on the funding and issue of shares and share warrants.
Corbett Keeling were extremely helpful with the acquisition of MeetingZone, including making a very early introduction to the company as a prospective investment for our funds at GMT.Tim Green
Partner and Co-founder, GMT Communications Partners