Professional Service

After growing their business to more than 30 countries, including subsidiaries in the UK, Turkey and several European countries, the shareholders of this Central-European medical testing device company were approached by an Estonian private equity fund. The sale involved negotiating a complex price structure, including cash on completion, a completion accounts adjustment, complex earn-out and the roll-over of some equity into shares in the PE fund. Working with the sellers, we created a clear roadmap which encompassed every aspect of the sale. This included: - helping the sellers negotiate protections in relation to the rolled-over equity. This allowed them a veto over key matters while their shareholding remained above a minimum level and established the appropriate corporate governance structures to recognise their continuing interest and importance; - negotiating the terms of a complex multi-year earn-out mechanism combining EBITDA and new contract win targets and protections to ensure the calculation properly reflects the performance of the business; - ensuring flexibility within the terms of the sale so the vendors could continue with their other business interests while remaining engaged in the future activities of this firm; - negotiating an equity commitment letter and a charge over shares in the Buyer held by its Estonian holding company to provide security for the Buyer’s payment obligations; and - liaising with appropriate local counse

Successful cross-border sale to private equity fund completed. Complex international transaction structured with optimal tax efficiency and regulatory compliance.