Sale – Leading Player In The Animal Health Sector   

Wilson Browne’s Corporate and Commercial team recently advised the selling shareholders on the sale of the entire issued share capital of a group of companies operating within the animal health sector, for an undisclosed sum.

The transaction involved the disposal of the core business to the buyer while retaining a separate part of the group that was not required as part of the acquisition. This required a complex pre-completion demerger and restructuring exercise before the sale could proceed.

The transaction presented a number of significant challenges. Before completion of the sale, a standalone part of the business needed to be demerged and transferred into the ownership and control of the selling shareholders.

This involved a carefully planned, multi-stage process to ensure the demerger was legally, regulatory and tax compliant. In addition, the transaction required approval from the Competition and Markets Authority (CMA) following the exchange of contracts, with CMA clearance forming a key condition before completion could take place.

The matter also involved property and employment considerations arising from both the demerger and the sale itself, adding further complexity to an already substantial transaction.

Wilson Browne’s Corporate and Commercial team worked closely with the shareholders and their professional advisers to structure and implement the demerger before progressing the main transaction.

The firm’s Commercial Property and Employment teams provided specialist support throughout, advising on the various business assets, employees and operational arrangements impacted by the restructuring and sale process.

Alongside this, the team collaborated with the shareholders’ accountants, corporate finance advisers and other professional advisers to ensure the transaction was completed efficiently, met all regulatory requirements and was structured in the most tax-efficient manner possible.

The demerger was successfully completed and the sale of the group proceeded following receipt of the necessary CMA approval. The transaction ultimately achieved the shareholders’ commercial objectives, while preserving ownership of the part of the business that was not included in the sale.

Duncan Crowther, Partner in Wilson Browne’s Corporate and Commercial team, commented:

We were delighted to have been selected to advise in this transaction and to have achieved all of the required outcomes for the clients concerned. It was particularly satisfying to see the seamless interaction between the various different teams within the firm, which is a real testament to the strength and depth of the commercial legal services offering of Wilson Browne. The firm’s ability to provide a complete full-service offering on a regional basis really helps with the efficient completion of complex transactions such as this and makes the whole process as smooth and stress-free as possible for the clients concerned.

• Identify non-core assets early: If certain parts of a business are to be retained, consider demerger and restructuring options well in advance of a sale process.
• Allow time for regulatory approvals: Competition, sector-specific and other regulatory approvals can significantly impact transaction timelines.
• Take a multi-disciplinary approach: Corporate, employment, property and tax issues are often closely connected in larger transactions.
• Engage specialist advisers from the outset: Early planning can help avoid delays and reduce execution risk.
• Coordinate all stakeholders: Close collaboration between legal advisers, accountants, corporate finance professionals and management teams is critical to a successful outcome.