In the last in our series of blogs, we explore mergers and acquisitions (M&A) as a growth strategy and the key legal considerations. This follows the launch earlier this year of our in-depth report, Ambition 2025, which looks at the key drivers for growth of North West businesses – their strategic objectives for the year, the challenges that lie ahead in their respective sectors and the opportunities that exist in their quest for success. The report dives into a number of core areas that feature prominently in the growth ambitions of regional businesses. These include finance, people, innovation and sustainability.

In our fourth blog, we focus on the key topic of M&A, speaking to Corporate partner, Tom Hall, about its importance and what businesses need to consider from a legal perspective when scaling up. Sustainable growth requires scaling up in a way that protects the values, identity and continuity, which are fundamental to long term success.

The importance of M&A

According to research carried out by Pannone, as part of our Ambition 2025 report, demand for external funding is set to rise as North West businesses strive to meet their growth ambitions and long-term objectives.

An overwhelming 80% of regional businesses surveyed as part of the report are actively seeking funding to facilitate growth, with angel investment and growth capital the most favoured types of investment for North West decision-makers (21% each).

M&A activity is also set to increase, with mergers and acquisitions featuring prominently in businesses’ strategic plans. Over three-quarters of businesses in the North West plan to explore M&A opportunities within the next year. This trend is particularly prevalent in education (93%) and leisure (88%), with tech following closely behind (84%).

The survey clearly shows an appetite for M&A and reinforces the long-held belief that mergers and acquisitions are a highly effective mechanism to drive growth ambitions. Whether the objective is to acquire intellectual property, extend geographical coverage or access new products or service lines, the overarching purpose of an acquisition is to facilitate growth. It’s little wonder that many leading global companies have used acquisitions as part of their growth strategy, underscoring the importance of M&A in driving long-term expansion.

“Depending on the speed at which people want to grow their business, M&A is a very important tool,” explains Tom. “Growth can obviously be achieved in different ways; you can grow organically by hiring people, or by securing new revenue streams via client wins, but if you want to rapidly accelerate your growth plans then acquisitions are the best way to achieve that. With one deal, you can acquire talent, clients, infrastructure, distribution networks and IP, or you can immediately access new markets, geographies or products.”

Like many strategic moves in business, successful acquisitions depend heavily on getting the timing right.

“We don’t see many acquisitions by early-stage businesses,” says Tom. “This is largely down to financial capacity and experience, with few businesses of that size and maturity having the funds or know-how in place to buy another company. It’s more common for a business that, for example, has been through at least one debt or equity funding round, which puts them in a position to start exploring a buy and build project. At this stage, they ordinarily have greater transactional experience, a better sense of the market they are in and usually the backing of experienced investors / stakeholders who have been on similar journeys before.”

Key considerations

The path to a successful transaction is fraught with a number of pitfalls that can derail even the most strategically sound deals. Tom considers some of the key issues to tackle:

• Get your advisory team right – “This is probably the most important aspect of any deal,” says Tom. “A huge amount of value can be won (and lost) by engaging advisors that know what they are doing”. “Sadly, we do see occasions where parties have been let down by advisors that simply do not know their way around a transaction. Any costs that may have been saved by going with a cheaper option are almost always dwarfed by the value that is lost by their advisors being out of their depth and who miss crucial points. “Be sure that your chosen advisors have directly applicable experience and a strong track record of closing similar transactions in your sector. Do not be afraid to ask proposed advisors for a list of credentials and for references from previous clients of theirs,” explains Tom.
• Due diligence – “This is very much based on two principles – ‘buyer beware’ and ‘prevention is better than cure’,”says Tom. “It is infinitely easier (and cheaper) to arrange for the seller to fix a problem prior to completion than it is to try and enforce the legal documents and force them to do it after the deal is done.” An upfront legal audit allows you to assess and analyse any otherwise hidden risks associated with the target company and guides you as to whether there is anything that ought to be addressed pre or post-completion. The same exercise must be carried out for the financial and tax affairs of the target company. Specialised due diligence may be required depending on the sector.
• Resource management and integration – The process of acquiring and integrating another business is time consuming and will absorb a significant amount of resource from your organisation. “Would-be purchasers must remember that they still have to run a business while the acquisition process is going on, so at the outset it’s important to give proper thought to the roles and responsibilities of your team. It is not uncommon to have a division of labour, so that a certain team is assigned to the acquisition project while the remaining members of the team ensure your underlying business continues unaffected,” explains Tom. Careful thought and attention must also be paid at an early stage to post-completion integration, including technology, operating systems and, above all, culture. “You can have all of the perfect financial models in the world but if the people in the organisations just can’t work together effectively then any anticipated synergies of the acquisition will remain theoretical,” says Tom.  
• Project management – there are often many moving parts to a transaction, and trying to bring them all together in harmonious synchronisation on the closing day requires skill, experience and, above all, remorseless planning. “Time kills transactions, meaning that the deal team must meet / speak regularly during the project and continually work through the outstanding steps to completion,” explains Tom. The ability to “see around corners” and spot issues before they emerge is vital to ensure the smooth running of a deal; those businesses that can do this and plan a few steps ahead will usually emerge with a positive result within the proposed timetable.

Support and guidance

M&A offers compelling advantages for growth, including rapid market expansion, access to valuable resources, operational efficiencies, revenue synergies, and enhanced competitive positioning. However, the complexity and risks inherent in these transactions demand careful navigation by experienced professionals. “Advisors that understand both the opportunities and the risks on a deal can mean the difference between a transformative growth opportunity and a costly misstep,” Tom concludes.

If you would like to speak to Tom in more detail about the role M&A plays in your growth strategy, contact him on tom.hall@pannonecorporate.com or call 07920 237695

Lancashire ‘gem’, The Shard Riverside Inn, will be ‘brought back to where it was’, after it was acquired by the Taziker family.

Nigel Taziker, who lives five minutes away from the well-known hotel, bar and restaurant, led the deal alongside his father, Tom.

The family will make an initial investment to refurbish the property, but insist it is ‘business as usual’.

Nigel commented: “The Shard Riverside Inn is a real gem in the local area and a place we know extremely well. When the opportunity came up to buy it, we couldn’t say no.

“We are in the process of bringing The Shard Riverside back to where it was through a significant investment programme. While it will be business as usual for all our loyal customers, the aim is to work alongside our team, as we look to breathe new life into the hotel.”

The Taziker family was advised on the deal by Pannone Corporate. The transaction was led by Gareth Birch, associate partner in the firm’s real estate team. He said: “We’ve worked alongside Nigel and his family for a number of years and we’re delighted to have supported them on a deal that clearly means a lot – not just to the family, but to the local community.

“Everyone is invested in the future The Shard Riverside and the Taziker family’s investment means this local institution will continue to be an important fixture on the banks of the River Wyre.”

The 23-bedroom hotel, bar and restaurant is located near the market town of Poulton-le-Fylde in the village of Hambleton. Dating back to 1766, the building – named after the nearby Shard Bridge – was a ferryman’s cottage known as Shard House. In the Victorian times, author of Black Beauty, Anna Sewell, was known to often visit her relatives who lived at the property.

Pannone Corporate has advised APRIL Group, the leading wholesale insurance broker in France and Europe, on the cross-border acquisition of Lexham Insurance, a specialist two-wheeler insurance broker.

Lexham was established in 1999 and has since become a leading provider of moped, scooter and motorcycle insurance in the UK.

The acquisition reinforces APRIL’s ambition to expand its international footprint in specialist personal property and casualty (P&C) niche insurance, such as two-wheeler insurance, building on its presence in France and Spain. As part of the deal, Lexham CEO, James Miller, will continue to lead the business with his team.

Pannone’s corporate team included partner Tom Hall who co-led the deal with director Andrew Walsh, with further support from Belinda Cheung and Georgina Bligh-Smith.

Hall said: “This is a fantastic deal to kick the year off with – one that demonstrates the continued appetite of overseas investors and trade buyers, seeking to scale their operations internationally through strategic buy and build opportunities.

“APRIL has built up an excellent reputation in the European two-wheeler insurance sector and the acquisition of Lexham Insurance marks an important step in expanding its presence in the UK market.”

APRIL has a network of over 15,000 partner brokers internationally. With 2,400 employees, the company provides health and personal protection insurance, loan insurance, international health insurance (iPMI), property and casualty niche insurance and savings in investment products.

Marc-André Dupont, Head of APRIL Group property and casualty division, said: “We share Lexham’s passion for customer service and its recognised expertise in network management. With James Miller, who will continue to lead Lexham, we have begun to identify synergies that will enable us to create value across Europe.”

Lexham Insurance offers in excess of 20 different insurance products, including quad insurance, car insurance for motorcyclists, motorhome and camper, as well as motor trade and commercial insurance. It employs 200 employees across three UK offices.

Other advisors on the deal were:

• Charles Pétré and Olivier Cœnon of Caurus Partners (buy-side: corporate finance)
• Jenny Pape at Azets (buy-side: tax and structuring)
• Josh Bates at O’Connors (buy-side: regulatory)
• Osborne Clarke (sellers – legal )
• Grant Thornton (sellers – corporate finance).

Photo credit: Milos Muller

PLG International Lawyers firms, Lamy Lexel and Pannone Corporate, have advised on the cross-border acquisition of UK-based eProcurement software company, Market Dojo.

The two firms were legal advisers to global cloud platform Esker, which has acquired a majority stake in Market Dojo. Esker, which is listed on the Euronext Growth market in Paris, has purchased 50.1% of the shares and voting rights in Market Dojo, with an option to acquire the remainder of the shares after a period of four years.

The Pannone team, led by Tom Hall (corporate Partner), Andrew Walsh and Behzad Borang, worked alongside Lamy Lexel, its PLG partner in Lyon, who provided French law support to Esker on the transaction. Frédéric Dupont (corporate Partner), Typhanie Le Gall and Pauline Philippon led the corporate team at Lamy Lexel.

Esker, which is headquartered in Lyon, France, is a global cloud platform and leader in AI-driven process automation solutions for finance and customer service functions.

Tom Hall said: “Esker is a world leader in cloud and AI-driven technology, with a significant footprint across North America, Latin America, Europe and Asia Pacific.

“This strategic acquisition will undoubtedly strengthen Esker’s presence in the UK, while offering significant international development opportunities. It will also build on the company’s capabilities in traditional markets by enabling Esker to bring eSourcing into its platform proposition. It is, as ever, a pleasure to work alongside Lamy Lexel on another successful transaction.

Frédéric Dupont said: ”Lamy Lexel is delighted to be able to support Esker and its teams, for which we handle the day-to-day market regulation aspects, in a strategic international acquisition. It is a renewed pleasure to collaborate with the Pannone team on sensitive operations in a friendly environment.”

Market Dojo’s eSourcing cloud solution was created to address the need for structured and digitised processes in procurement. Designed by procurement professionals, Market Dojo’s unique on-demand solution enables users to centralise information, negotiate the best value for goods and services, and select the right suppliers.

Jean-Michel Bérard, CEO at Esker, said: “We are pleased to welcome Market Dojo to the Esker family. This acquisition provides new growth opportunities in a developing market and strengthens Esker’s positioning in the global Procure-to-Pay (P2P) arena. Additionally, Market Dojo is an excellent illustration of Esker’s strategy to invest in organic growth combined with targeted acquisitions that offer a high potential for growth.”

Mazars provided financial due diligence and tax support to Esker. Advisors to the shareholders of Market Dojo were: Ryecroft Glenton (corporate finance and tax) and Simon Muirhead Burton (legal).