There is a lot of merger activity in the food sector. We are considering selling one of our businesses to a competitor, but would like to know how we prepare ourselves for this.
Selling your business involves more than just a financial transaction. The buyer will want to be confident that your business is sound before proceeding, and this is usually based on documents that carefully record how you have been running the business.
Take a look at our guide: "Planning for Exit", which sets out some general areas you should consider when thinking about selling. We can undertake a corporate audit of your company and make sure that everything is in order, well before the buyer undertakes its own due diligence.
Given that your business operates in the food sector, you might ask us to pay particular attention to ensuring that you comply with relevant food hygiene and safety regulations, that you have an appropriate HACCP-based food safety management system in place and that your employee documentation is up-to-date and compliant.
Spending a bit of time 'putting your house in order' and tidying up loose ends at the outset means that you will keep control of the ultimate sale process, avoid unnecessary conflict and reduce the risk of claims arising post-completion.
Even if you have already started the sales process, you are not too late. We can work quickly to help you put things in order. But don’t delay – the earlier that we can get started the better.
We are a large food processing business. Can you help us if we want to expand by acquiring another company or business, for example, one of our competitors?
Of course. We provide corporate and business advice through every stage of the life cycle of a food industry business and have been through the acquisition and disposal process for corporate clients and owner-managers, many times. We are familiar with the key issues that commonly arise in this kind of transaction and have a really good understanding of what is normal and customary in the market – whether you are acquiring a business from another corporate or undertaking a management buy-out.
We understand that a transaction of this nature is complex and sometimes daunting. We are able to assist you with the complete legal process of acquiring a company, a group of companies or the assets of a business – and will seek to de-mystify the process. Our team of specialists will work closely with you and your professional team to ensure that the transaction proceeds smoothly and that all aspects are co-ordinated.
We recognise the importance of providing seamless legal and commercial support on such transactions. Our team works closely with other specialist advisers, both within the firm and externally, where this is appropriate.
We are a growing business and are likely to want to restructure sometime soon. How can we achieve this?
The vast majority of businesses in the UK's food and drink sector are micro to medium-sized. We provide extensive advice and support to both new business 'start-ups' and to existing businesses which want to expand and re-structure.
For example, our team can advise you on the best structure to adopt, on company incorporations, the formation of partnerships and with shareholder and partner arrangements. We prepare and negotiate all associated documents, including:
- Shareholder/Investment agreements;
- Partnership agreements;
- Joint venture agreements.
Further down the line, we can guide you through issues arising from the exit of key shareholders or, conversely, with new equity investments – whether these come from private equity houses, groups of high-net-worth individuals or the company's existing shareholders.
We also assist our larger corporate clients with their reorganisations and restructuring programmes, whether carried out as a precursor to the disposal or acquisition of another business (i.e. for reasons of tax or business efficiency or post-acquisition) or in order to create an appropriate structure for the enlarged corporate group.
And if we would like to appoint more key senior people and give them a stake in the company…?
Working alongside our employment colleagues and the company's tax advisers, we advise on a wide range of share schemes and employee incentives, including enterprise management incentive (EMI) schemes, employee shareholder status and phantom share plans.