Mergers & Acquisitions, Disposals & Management Buy-outs

Merger of YellowStone and Marlin Environmental

Paris Smith recently acted on the merger of two regional specialist waste management companies. Environmental and Engineering Group Limited is the new holding company for the enlarged group which is a leader in the provision of specialist waste management and disposal across the south and south west. Yellowstone Environmental has a long and rich history in transporting and disposing of hazardous waste in the shipping , construction, oil, aviation and space sectors from its base in Dorset. Its merger with Portsmouth and Plymouth- based Marlin Environmental, which specialises in the maritime, transport , defence and leisure industries means that the combined group can now provide a streamlined one stop shop for the management , transportation and engineering of their clients’ sites and vessels. This in turn delivers speed and efficiency and reduces down time. All directors and shareholders remain in the enlarged group
The group’s customers include delivering contracts to maintain Royal Navy warships, commercial ferries, cruise ships, event sites and retail stores nationwide.
The Paris Smith corporate team comprised Amanda Brockwell Claudia Mihai, and Alice Binns who worked on the merger paperwork which also included dealing with the exercise of EMI options for senior management, dealing with stamp duty applications for relief, and all corporate paperwork dealing with the new group structure.

Steve Cunningham, FD said:

“The corporate team at Paris Smith were recommended to us and we were delighted with the efficient and thorough approach Amanda and her team had to setting up the group. There was a lot of paperwork involved but the team led us through all the steps involved whilst still listening to what we wanted out of the merger and the group going forwards. They had quite a tight deadline to work to, but delivered on time . We were delighted with the outcome.”

Hillier Nurseries’ acquisition of Rosebourne Ltd

Amanda Brockwell led the team at Paris Smith who acted for Hillier Nurseries in its acquisition of Rosebourne Limited, a company with a portfolio of three garden and homeware centres.  This deal further expanded Hillier Nurseries’ growing chain of garden centres into new areas. Hillier now owns 22 garden centres, 10 of which have been acquired by the team at Paris Smith.  This transaction involved strong co-ordination and team working on the project across the firm including corporate, commercial, property, banking, planning and employment specialisms and demonstrated the Firms’ strength in depth

The acquisition involved a very large number of selling shareholders, option holders, warrant holders and specialist private equity investor, Puma Investments Limited. Given the large number of sellers, many of whom were remote EIS investors, W&I insurance was negotiated and put in place upon completion.

Sale of Orange Chemicals Limited to IMCD UK Limited, part of the Dutch group, IMCD NV

Paris Smith were delighted to have worked with John Millett in the sale of Orange Chemicals Limited to IMCD UK Limited, part of the Dutch group, IMCD NV. Since its inception in 1976, Orange Chemicals, based in Winchester, has built an excellent industry reputation as a distributor covering the coatings & construction, advanced materials and other industrial markets in the UK and Ireland. With a workforce of 7 staff it generated a revenue of approximately EUR 30 million in financial year 2022.

“I worked closely with Amanda Brockwell and Claudia Mihai at Paris Smith who formed part of the team of professionals who guided me through the sale process, something I had no previous experience of. Collaborative team work and a problem solving approach were instrumental to the smooth running of the negotiations and the successful completion. I cannot recommend them highly enough.”

SAL Scientific sale to Advanced Industries Ltd

Paris Smith, led by Richard Atcherley, advised the majority shareholders of SAL Scientific Limited on the sale of their shareholding interests in SAL Scientific Limited to Advanced Industries Ltd., the UK subsidiary of Advanced Instruments LLC, a global provider of scientific and analytical solutions for the bio processing and clinical industries.

“The service provided by … Paris Smith was first-class: we were very impressed by the knowledge, professionalism and responsiveness of the members of the teams … and we are very grateful for the advice given throughout the process.”

AutoLogic Systems sale to Routeco Ltd

Paris Smith acted for the shareholders of tech company, AutoLogic Systems Limited on its acquisition by French-owned Routeco Limited, with whom AutoLogic have partnered successfully since 2019. AutoLogic is a leading provider of simulation related products and consulting services, providing software solutions to the manufacturing, transport and logistics sectors. Their clients include Nestle, Homebase and Gatwick Airport.

The acquisition provides both companies with the perfect opportunity to further develop their businesses as a part of a larger close working group. Day to day, the business continues to operate with the former shareholders remaining as directors and operating from their current premises near Oxford.

Amanda Brockwell and Claudia Mihai worked with the shareholders throughout the long, hot summer of 2022 to negotiate and finalise the deal. Graham Carter, shareholder and Managing Director commented:

“Amanda and Claudia were recommended to us as highly effective commercial advisers to lead the legal team and process, and we found them to be just that. They added real value to the process and the deal terms and worked seamlessly with us as sellers as well as our other professional advisers to make the deal happen. I would recommend them and Paris Smith unreservedly”.

Blue Rock Systems Ltd share disposal to Aptech Business Systems Ltd

A Paris Smith team led by Michael Moore acted for the shareholders of Blue Rock Systems Limited, a software and IT solutions specialist, on the disposal of the entire issued share capital to Aptech Business Systems Limited.

Berry Technologies Group shareholders sale to Babble Cloud Ltd

Paris Smith, led by partner Jonathon Roy, acted for exiting shareholders of Berry Technologies Group Limited on the sale of the entire issued share capital of the company to Babble Cloud Limited.

Phase Technology Holdings Ltd sale to Hydro-X Water Treatment Ltd

Paris Smith, led by Richard Atcherley, acted for the shareholders on the sale of Phase Technology Holdings Limited, a provider of water treatment and air quality services to the building services, facilities management and healthcare sectors, to Hydro-X Water Treatment Limited, a Marlowe PLC subsidiary.

Hargroves Cycles Ltd sale to Pedal Group UK Ltd

Paris Smith, led by partner Jonathon Roy, acted for the shareholders of Hargroves Cycles Limited on the sale of the entire issued share capital to Pedal Group UK Limited, the UK subsidiary of Australian Stock Exchange listed Pedal Group.

Alfred Homes buy-out of majority shareholder

Paris Smith, led by partners Jonathon Roy and Joanne Spittle, acted for the founder shareholder of specialist house builder Alfred Homes Limited on the buy-out of the majority shareholder.

Imperial Car Supermarkets sale to Cazoo

Paris Smith, led by Corporate partners Jonathon Roy and Amanda Brockwell, advised the shareholders of Imperial Car Supermarket, one of the largest luxury second hand car dealers in the south east region, with 18 showrooms, to Cazoo.

Halo Accident repair Centre Ltd sale to IRS Group

Paris Smith, led by corporate partner Michael Moore acted on the sale of Halo Accident Repair Centre Ltd to IRS Group, a private equity backed firm with vehicle operations in Germany, Belgium, Denmark and Sweden.

“Michael Moore and his assistant Claudia Mihai have become an integral part of our deal team and provide great commercial, practical and legal advice working within tight time frames. They worked very closely with our financial and tax advisors to see us through the due diligence phase of transaction, and then had a proactive approach to problem-solving which enabled us to complete the transaction promptly. We would recommend a team wholeheartedly.”

Cloudskiff SAS sale to Snyk Ltd

Paris Smith, led by partner Jonathon Roy, acted for the individual and private equity shareholders of Cloudskiff SAS on its sale to Snyk Limited. This cross-border transaction included a RSI (restrictive stock unit) scheme.

In Cloud Solutions sale to Sapphire Systems

The Paris Smith team, led by Richard Atcherley acted for the shareholders of In Cloud Solutions Limited on its sale to Sapphire Systems through the private equity backed buyer, Muscovite Bidco Limited.

Vanguardia Ltd sale to Buro Happold LLP

The Paris Smith team, led by Richard Atcherley acted for the shareholders of Vanguardia Limited on its sale to Buro Happold LLP. Vanguardia is a world leading acoustics and audio-visual consultancy based in London.

SHB Hire disposal

Paris Smith team, led by corporate partner Jonathon Roy, represented the shareholders of Hampshire based SHB Hire on the sale of the company to Enterprise Rent-a-Car.  The acquisition was the largest ever transaction undertaken by Enterprise outside North America.

“Despite being told that we should use London lawyers for the sale of SHB we decided to stick with Paris Smith whom our family have dealt with since the 1950s. We found that they reacted quickly and efficiently to the many issues that arose out of a process of creating new companies, transferring shares and properties and finally selling SHB. The purchaser used London lawyers and Paris Smith more than proved themselves to have been the best choice for us.” – Mike Street, Founder, SHB Hire

Hillier Nurseries acquisitions

Paris Smith team, led by corporate partner Amanda Brockwell and property partner Rachel Saint, represented Hillier Nurseries on the acquisitions of five garden centre businesses as part of the Wyevale Garden Centres sell off.

“I have to say everyone has subsequently been very impressed with you and your colleagues and it was a unanimous decision to bring you on board as our principal lawyer. Thank you again for your team’s contribution on Wyevale this year. Without Amanda in particular, we wouldn’t have been able to deliver what was a transformational transaction.” – David Holligon, Director, Hillier Nurseries

Knowlton & Newman Ltd sale to Rubix UK

Paris Smith, led by Corporate partner Amanda Brockwell, advised the shareholders of Knowlton & Newman Ltd on the sale of the entire issued share capital of the company to Rubix UK as part of the its network development strategy in the south of England.

Mike Knowlton, Managing Director said: “We’re really looking forward to leveraging the Rubix UK network to accelerate sales, as well as capitalising on Rubix’s technical expertise in providing other key maintenance and repair solutions to expand our offer to customers here in the south of England.”

Bargate Homes disposal

Paris Smith team, led by corporate partner Amanda Brockwell, represented the shareholders of Bargate Homes Limited on the sale of the company to Vivid Housing Group.

“Over the years having worked with major London law firms and law firms that are typically used by plc’s; you recognise that whilst they are there charging you by the hour, they don’t have an intrinsic knowledge of your business. We now know Amanda very well, and our main reason we want her as part of our team is because she gets the reasoning behind what we’re doing. Sometimes if you feel you are all thinking in the same way, it makes the preparation of paperwork and the end result both simpler, and a more pleasant experience.” – Gerard Price, Managing Director, Bargate Homes

Transforming Systems Ltd sale to VitalHub Corp

Paris Smith team, led by Corporate partners Richard Atcherley and Jonathon Roy, advised the shareholders of Transforming Systems Limited on the sale of the company to Toronto Stock Exchange listed VitalHub for an initial price of approximately £6 million comprised of cash and shares in VitalHub.

Colin Rees, former executive chairman of Transforming Systems, commented: ”Can I just say a huge thank you for guiding Transforming Systems and me personally through the process to sale. You have been a genuine pleasure to deal with and I don’t care what they say about lawyers, I don’t think it’s true!”

Millbrook Industries demerger and disposal

Paris Smith team, led by corporate partners Jonathon Roy and Clare McCauley, represented Millbrook Industries and its shareholders on the demerger of Millbrook Healthcare and the sale of Millbrook Healthcare Limited to Cairngorm Capital Partners.

“The Millbrook Group have enjoyed a longstanding relationship with Paris Smith. The Paris Smith team on this transaction, led by Jonathon Roy, were professional and dedicated in the legal assistance they provided to enable us to achieve an extremely satisfactory conclusion to a complex and intensive process.” – Paul Croll, selling shareholder of Millbrook Healthcare

GRG Waste UK Ltd acquisition of Chloros Environmental Ltd

A 9-strong Paris Smith team, led by Corporate partner Michael Moore, advised GRG Waste UK, a Hampshire based subsidiary of Guernsey Recycling Group, which specialises in recycling and waste recovery, on its acquisition of the entire issued share capital of Chloros Environmental, one of the UK’s fastest growing hazardous waste companies.

Grandeco Wallfashion Group’s acquisition of Holden Décor Ltd

Paris Smith team, led by Corporate partner Michael Moore, advised Grandeco, a leading manufacturer of wall covering products based in Belgium, on its acquisition of Holden Décor, one of the UK’s leading wallcovering companies, from D&V Holden Limited.

Churches Fire Security acquisitions

Paris Smith corporate partner Amanda Brockwell has represented Churches Fire Security, recently backed by investment by Horizon Capital, on more than 20 acquisitions.

“I find Paris Smith professional and practical with reasonable charges for the high level of legal support. The lawyers I have dealt with at Paris Smith are the best I have worked with in both the local and wider areas.” – Lorna Hayes, Managing Director, Churches Fire

Capstone Foster Care Group – sale to Employee Ownership Trust (EOT)

Paris Smith, led by Corporate partner Amanda Brockwell, advised the shareholders of Capstone, one of the largest independent foster care agencies in the UK, on the sale of their interests to an EOT.

Draper Tools cross border acquisition

Paris Smith team, led by corporate partner Jonathon Roy, represented Draper Tools on its cross-border acquisition of The Netherlands based Delta International BV.

“When we were considering the proposed acquisition of an overseas subsidiary with a relatively complex earn-out structure, we approached our regular solicitors, Paris Smith for some clear guidance on both the due diligence and legal requirements. As we have not been involved in such a transaction previously, working with Jonathon Roy for the first time made this process very simple. Jonathon was especially helpful and provided clear, efficient and prompt advice on our legal and financial position. Working very closely with our Dutch solicitor, Jonathon steered us through the legal documentation and the language barrier to bring the acquisition to a successful conclusion.” – Peter Denney, FD, Draper Tools

Adams Morey disposal

Paris Smith team, led by corporate partner Richard Atcherley, represented Adams Morey Holdings Limited in relation to sale of the entire issued share capital of Adams Morey Limited to Greenhouse Group Limited.

R&W Civil Engineering Group sale of division

Paris Smith team, led by corporate partner Amanda Brockwell, represented R&W Civil Engineering Group Limited on the sale of its Traffic Management division to Chevron. Chevron (backed by private equity investor Triton) is the largest supplier of traffic management services in the UK.

“Amanda Brockwell and Arezou Rezai of Paris Smith LLP worked in tandem with John Foundling at Menzies Corporate Finance to deliver strategic objectives. Teamwork was absolutely crucial here, as well as an understanding of our key commercial objectives and delivering solutions to the numerous issues which arose along the way. They absolutely performed and more than held their own with national legal firms, who made life very difficult at times.  We were delighted to have them by our side and we will be sticking with this team on any future transactions.” – Andy Theobald, Managing Director, R&W Civil Engineering Group

Haskins Garden Center acquisition

Paris Smith team, led corporate partner Jonathon Roy and property partner Rachel Saint, represented Haskins Garden Centre on its acquisition of Forest Lodge Garden Centre, Garden Style and Birdworld.

Contraload NV cross border acquisition

Paris Smith team, led by corporate partner Michael Moore, represented Contraload NV (backed by investment from Gimv) on its cross-border acquisition of Packaging Logistics Services Ltd from Bibby Line Group.

Richmond Cars acquisition

Paris Smith team, led by corporate partner Jonathon Roy, represented Richmond Cars on the acquisition of Sparshatts of Botley.

Lymington Marina strategic acquisitions

Paris Smith team, led by corporate partner Richard Atcherley, represented Lymington Marina Limited on its strategic acquisitions of Marine IP Limited and BHG Marine Limited.

GHG Group disposal

Paris Smith team, led by Corporate partner Jonathon Roy, advised the shareholders of GHG Group (a leading loss adjuster) to a buyer backed by YFM Private Equity.

UK Power Solutions disposal

Paris Smith team, led by corporate partner Amanda Brockwell, represented the shareholders of UK Power Solutions Limited on the sale the company to Last Mile Infrastructure Limited, a company owned by Infracapital, the infrastructure equity investment arm of M&G Prudential.

“When UKPS needed to find a corporate lawyer for a transaction, they chose Paris Smith from a short list of experienced city and provincial firms. Paris Smith won because of their personal touch, attention to detail and the ability to get the shareholders comfortable with the fact that they would be a valued client. In the transaction process, against a city firm, Paris Smith proved their worth. Their experience in deals of our size, and the dedicated team, ensured that UKPS and its shareholders were able to hold their own in the contract negotiations and got the best possible outcome. From partner level down, everyone at Paris Smith was approachable and supportive at all hours. I would highly recommend them to others.” – James Trumper, Financial Director, UKPS

Perimeter Intruder Detection Systems disposal

Paris Smith team, led by corporate partner Michael Moore, represented the shareholders of Perimeter Intruder Detection Systems Ltd on the sale of the entire issued share capital of the company to SmartWater Limited

Amberley Adhesives disposal

Paris Smith team, led by corporate partner Jonathon Roy, represented the shareholders of Amberley Adhesives Limited on the sale of the entire issued share capital of the company to the Coveris Group,  one of the world’s largest packaging solutions businesses.

“Professional, responsive and practical support from Jonathon and Arezou of Paris Smith throughout the recent sale process of my business. I have had excellent service and advice throughout the seventeen plus years that I have been a client of Paris Smith and this transaction has been no different . I can’t recommend them and the PS team highly enough.” – Trevor Smith, Amberley Adhesive Labels Ltd

Meridian Electrical Contracting MBO

Paris Smith team, led by corporate partner Michael Moore, represented Meridian Electrical Holdings on the management buy-out of Meridian Electrical Contracting.

TW Metals acquisition

Paris Smith team, led by corporate partner Michael Moore, represented TW Metals on the acquisition of the entire issued share capital of Locate Supplies Limited.

“So much time and money can be saved with clear advice from the outset. Paris Smith have a well-balanced team spanning a wide breadth of expertise for us to draw on.  They are engaging and fun to work with and I would highly recommend the Paris Smith team.” – Gail Thomas, Managing Director, TW Metals

Summa NV acquisition

Paris Smith team, led by corporate partner Michael Moore, represented Belgium based Summa NV (backed by investment from Gimv) on its acquisition of the entire issued share capital of CadCam Technologies Limited.

Guernsey Recycling Group acquisition

Paris Smith team, led by corporate partner Michael Moore, represented Guernsey Recycling Group on its acquisition of Greenway Environmental Limited.