M&A: Sale of a UK tech start-up to a NASDAQ listed company

Our challenge

The founders of this highly innovative tech start-up had already enjoyed considerable success and were now eager to develop and scale their business further. After informal discussions with an established US company, they turned to us to guide them through the entire sale process.

Our work

As this was a cross-border transaction, it was important to ensure that all parties worked together to ensure the transaction progressed smoothly. Our role included:

• clearly explaining to the founders, as first-time sellers, the documentation and commercial risks
• leading them through the key processes such as due diligence and disclosure to ensure they were properly protected post-completion.
• introducing and liaising with US counsel to ensure proper US law provisions were incorporated in the documentation, imposing obligations on the Sellers to register the consideration shares with the SEC and take the other steps required to remove restrictions on transfer required by US securities law following completion.
• negotiating the removal of a proposed gap between exchange and completion, allowing substantially more certainty as to the number of shares the sellers would receive and simplifying the documents leading to costs savings
• negotiating the removal of proposed lock-in provisions, allowing the sellers to start realising their investment as soon as the required US registrations and filings had taken place.

We were careful at every stage to ensure that our clients were confident that they were properly protected and fully understood everything that they and the acquirer had agreed.

Our impact

The transaction completed successfully and we were able to substantially improve our clients’ position around the all share-consideration, which is always a risky proposition.