Sale of Magsputter Limited to Judges Scientific plc
Overview
We were asked by the shareholders of Magsputter Limited to assist in the sale of its business to Judges Scientific plc for £12.3 million. Magsputter is the holding company of Teer Coatings Limited – a highly regarded supplier of coating applications for advanced materials and systems. The application of coating materials makes these systems perform much more efficiently. As such, Teer Coatings works at the cutting edge of technology.
Context and challenge
Whilst the deal was largely straightforward, given the sectors that Teer Coatings operated in there were additional regulatory concerns to take into account. Having dug deep into the client’s business as part of the preparations for the disclosure process (see below), we were required to work with a higher number of advisors and counterparties than we normally would to provide the documentation illustrating how Teer Coatings operated and conducted its business.
Process and insight
The transaction followed a typical share sale process:
Drafting a disclosure letter and various ancillary documents (board minutes, resignations, releases of charges and so on)
Advising on completion
A particular advantage for the team on this deal was the relatively close working relationship between the parties. Both our clients and the buyers (and consequently, the advisors) were all looking to work collaboratively on the issues that crop up in one form or another on every transaction.
Solution
Over the few months the transaction took to complete, there were a couple of intense periods and on one occasion we travelled to the clients’ offices to go through the share purchase agreement in person – unusual for lawyers in the post pandemic world.
It is crucial on any transaction that sellers (and buyers) have a detailed understand of how the share purchase agreement works and in particular the obligations both parties have. In particular, the warranties and indemnities sellers give over the state of the business at completion are usually wide ranging and intricate at the same time – this transaction was no different.
The final sprint to completion was comparatively seamless – even though at one stage a team member had to give advice from the middle of the Atlantic!
Results
We were able to finalise the share purchase agreement within the anticipated timeframe and our clients were delighted (testimonial below).
“Can I say a big thank you to Barry, Colin and all the team at EM Law who helped us with the sale of our business. Your advice and support has been invaluable.”
