Work Profile Acquisition

Client MPG Holdings Ltd.

Business MPG Holdings is the owner of MPG Associates – a leader in specialist consultancy services to the construction, rail, petrochemical, mechanical and electrical services industries.

Situation

MPG Holdings wished to acquire GF Civils – a rapidly expanding Bedford-based specialist quantity surveying firm that provides commercial support services exclusively for the civil engineering industry. Annual fee turnover is in excess of £1 million. Although primarily servicing main contractors and subcontractors, clients also include private/public employers, consulting engineers and the legal profession.

Solution

SA Law undertook the due diligence of GF Civils and advised MPG Holdings on the acquisition of all issued share capital. The due diligence required a multi-disciplinary team that advised on a variety of issues including property and intellectual property. Particular attention was paid to employment as a large proportion of the GF Civils business relies on the secondment of subcontractors and employees. 

SA Law undertook an in-depth investigation of this situation and successfully negotiated appropriate warranties and indemnities.
The deal was structured so that a considerable proportion of the purchase price was payable over a period of more than two years. This was dependent on the net asset value determined by completion accounts and the turnover of GF Civils over the two-year period.
MPG Holdings also used the M&A advisory firm Acquisitions International (AI) to identify, approach and negotiate with the target company.

Comment

“In negotiating any final share purchase agreement (SPA), it is essential that the legal adviser shows a combination of tenacity in order to obtain the best possible terms for the client and flexibility in order to ensure that the transaction actually takes place. The team at SA Law amply demonstrated this combination and carried out a thorough due diligence process that led to a well structured SPA.”

Simon Glover
Project Manager, Acquisitions International

“Sharon Stone and the team at SA Law carried out an excellent job on the purchase and I consider them good value for money. All the legal issues were covered and firm foundations for the future were put in place.”

Michael Gallucci
Director, MPG Holdings Ltd