Introduction
SSL are an independent family owned business who supply testing kits to check for the presence of legionella bacteria in water systems. In addition, they supply thermometers to monitor hot and cold water.
Case Study
The owners of SSL were referred to Claric whilst in the middle of negotiations with a potential purchaser of the entire share capital of SSL. The referral came from a longstanding business associate of Claric after the sellers’ original legal adviser was unable to continue acting on their behalf.
The initial sale fell through but it was not long before the sellers had another offer for SSL’s shares.
Claric was asked by the sellers to advise on the sale and, in particular to:
1. review and advise on the Share Purchase Agreement;
2. collate information and advise on the due diligence process; and
3. draft the Disclosure Letter and associated documents including resignation letters, indemnities, board minutes, share transfer forms etc;
The Heads of Terms were signed on 28th October 2016 and completion took place on 9th December 2016. Once again, it showed that, where all parties are willing, a company sale need not drag on for months.
The sellers are based in Oakham, East Midlands and Claric are based in Coventry, West Midlands, whilst the purchasers are based in Bedfordshire. Much of the communication was therefore conducted electronically with many telephone calls between Claric and the sellers. Completion took place remotely without the need for all parties to meet and sit around the same table.
Much of Claric’s business comes via referrals from trusted business associates and this case study emphasises the importance of developing such relationships. Building trust with other businesses, entrepreneurs etc takes time but is key to Claric’s future.