Electronic Engineering

Client profile: Analogue & Micro Limited

The Business

Since 1996, the company has been supplying design services and embedded processing systems to its client base worldwide. The company has grown to cover all aspects of the electronic solution including hardware, operating system and application software development. The company is a leading supplier of embedded processing modules supplying products to a number of sectors. The company’s full service offering, from design to manufacture, means clients requirements are met in full.

The Transaction

The business has become a leading supplier in the market place with a reputation for design, quality and customer care. These qualities led to the company obtaining large, long term contracts with high profile customers across the world. There were also further opportunities for growth, but the current shareholder wished to retire and pass ownership of the company onto the management team. There had been a long term succession plan in place by the current shareholders, and as a result of this the company had invested in a strong management team who were responsible for the day to day running of the business. This strong management team would also ensure that the business would continue to operate with the key values established by the retiring director. The management team were keen to have the opportunity to take ownership of the business through the next exciting phase of its development.

How we helped

We supported the vendors through the process through the following:

  • Preparing a sales memorandum and outline valuation of the business;
  • Introducing the management team to independent advisors; Advising the shareholders in negotiations with the management team and their advisors;
  • Advising the shareholders on the structure of the transaction, including elements of deferred consideration or earn out;
  • Managing contact with the acquiring management team and their advisers as appropriate;
  • Reviewing documentation such as the Heads of Terms and Sale & Purchase Agreement from financial and commercial perspective; Supporting the directors to provide financial information for the due diligence process;
  • Providing information on financial warranties, indemnities and contracts of employment;
  • Liaising with legal advisors and other parties as required;
  • Providing the vendors with a commercial and financial sounding board, which aided both sides to continue running the business during the process; and
  • Assisting with negotiations in relation to deferred consideration, normalised working capital, and intercreditor arrangements.

The Outcome

The business was successfully sold to the management team, with funding provided by Finance Wales, ensuring that the disruption that is inevitable in these circumstances was kept to a minimum. Both the sellers and the management team achieved their aims in the transaction.

What the client said about us

“I was impressed by the quality of advise and support I received from MHA Broomfield Alexander Limited and Geldards throughout this process. I believe we achieved a good outcome for the business and for the shareholders and I wish the business every future success”. Alan Rees, Vendor

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