How it started

Our client, the selling shareholders of a leading networking and events company specialising in the retail and technology sectors, approached Moorcrofts for advice on a partial sale of their company to another prominent B2B events and networking company. The Sellers sought a legal partner who could navigate the complexities of a phased sale, protect their interests, and ensure a smooth transaction process.

What we did

Moorcrofts provided comprehensive legal support throughout the transaction, which involved:

• Extensive negotiations on the heads of terms and the share purchase agreement.
• Conducting detailed due diligence and disclosure processes.
• Undertaking a pre-completion capital reduction to remove an existing alphabet share structure, which the Buyer did not intend to retain post-completion.

Given that the Sellers were selling their shares in stages, Moorcrofts negotiated a “put and call” option mechanism, allowing the Sellers and Buyer flexibility for the future sale of shares, based on a complex EBITDA multiple. Additionally, we prepared a new shareholders’ agreement and articles of association to safeguard the Sellers’ 40% stake in the company post-completion. We also drafted and negotiated new employment contracts for the Sellers to take effect after the transaction closed.

How it helped our client

Our pragmatic approach to negotiations ensured that the Sellers’ close working relationship with the Buyer was preserved, while their interests were fully protected. The phased sale, executed through the “put and call” options, provided flexibility for both parties. The updated shareholders’ agreement and employment contracts secured the Sellers’ ongoing involvement in the company, which was crucial as the future performance of the company would directly affect the value of their remaining shares.

Contact us

If you’re looking for expert legal advice on complex sales or mergers, contact Moorcrofts today. Our team is dedicated to safeguarding your interests while delivering smooth and efficient transactions.