Acquisition of tech asset from a company in liquidation
How it started
One of our clients, a major player in the recruitment industry who provides recruitment solutions to many big names in the UK and abroad, was interested in acquiring an automated technology recruitment software and tech platform for human resources. The challenge was that the company from which it wanted to acquire the tech asset was in liquidation. This meant that we were not going to be able to get for our clients the benefit of warranties as we would normally do in normal transactions. We were also going to not have the ability to carry out a full due diligence. This was further exacerbated by the fact the timescales put forward by the liquidator meant the exercise was both cost and time sensitive.
What we did
The liquidator put forward an asset purchase agreement which as expected contained little to no warranties and indemnities from them or the seller. In order to help our clients make a calculated decision about this transaction we advised them to get a technical due diligence done to understand better the architecture, build protocols, work needed to maintain and further develop in future. We then also facilitated a compliance due diligence which we commissioned from a third party to understand any problematic open licensing issue. We conducted a high-level Due Diligence on assets of interest. Since the transaction was for a relatively small value but presented complicated issues such as understanding the position on intellectual property rights, it was a challenge to get everything done as efficiently as possible so our clients could take calculated risks.
How it helped the client
The due diligence helped our client evaluate and narrow down the assets of genuine value to its business. The client was successful in securing a further drop in price due to the tech due diligence we helped them carry out. The transaction was successfully completed.
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