Argon & Co’s Acquisition of Pollen

Global operations consultancy firm Argon & Co has partially acquired Australian supply chain specialist Pollen Consulting Group, increasing the firm’s presence on the continent following its 2018 merger with Crimson & Co.

By adding Pollen’s team of 40, Argon & Co raises its headcount in the Australia and New Zealand region to over 60 consultants and staff.

Pollen was founded in 2016 and specialises in operations, with expertise covering end-to-end supply chains, engineering, technology and procurement. Under the Argon & Co umbrella, the firm intends to expand its operations further across Southeast Asia. Its UK team will become integrated into Argon & Co’s London office as part of the merger.

Morgan + English Commercial Lawyers advised on the acquisition.

 

Lawyer Monthly had the pleasure to speak with Daniel Morgan (left), Managing Partner of Morgan + English Commercial Lawyers, to give us some further insight into this transaction.

Can you tell us about the role your team played in this transaction?

We have acted as legal advisor to Pollen on a variety of matters since its commencement in Australia in 2016. We were pleased to independently advise Pollen on the corporate aspects of this transaction with Argon & Co. The deal involved numerous stages through which we were involved, from negotiation of initial terms to negotiation and execution of various share sale agreements and shareholders’ agreements. We also dealt with some employment aspects of the deal.

What skills did you each bring to the operation?

The transaction was performed within a short timeframe and mostly according to international time-zones during an extremely busy time of year. We had to be agile and responsive, working outside of traditional business hours. Our adoption of technology allowed us to work quickly and efficiently. Most of the meetings were conducted over Microsoft Teams, with all parties present, including the overseas parties. This meant issues could be discussed openly and resolved quickly. The uptake of DocuSign also greatly assisted in this transaction, allowing us to close the deal without the requirement for wet ink execution and transfer of physical documents across jurisdictions.

Overall, the communication between the parties was excellent, which we believe led to better results for both Pollen and Argon. At M+E we were able to delegate the work and tasks across different levels – from myself as partner to senior associates Isabel White and Lisa Johnston and to our paralegal Jemima Morgan, depending on the nature of the work. Much of this delegation was aided by our internal processes, including our cloud-based work management system, which facilitated efficient and organised work practices for all staff regardless of whether they were working from within or outside the office.

The transaction was performed within a short timeframe and mostly according to international time-zones during an extremely busy time of year.

Did you encounter any significant challenges as part of the transaction? If so, how did your team overcome them?

Although some parts of the transaction were complex, the parties had a clear understanding of the deal, which was documented initially through a detailed term sheet. As it was an international transaction, some jurisdictional questions and language barriers did arise, but through open communication with Argon’s lawyers and Argon representatives we were able to resolve those issues quickly.

What impact do you expect this acquisition will have on the consultancy space in Australia?

We are excited to see the growth and opportunities that this acquisition will have on the consultancy space in Australia and New Zealand. Clients will be better serviced by the opportunity to engage a consultancy practice with global reach and expertise. This transaction comes at a fortuitous time where supply chains globally have become a particular focus. The global pandemic, fallout from the Russia/Ukraine crisis and the increasing consumer demands for ethical supply chain practices has meant that the need for consulting services from the likes of organisations like Pollen and Argon has never been greater.

Do you expect to advise on similar deals in the near future?

Yes. As a boutique, specialist law firm we service the agribusiness industry “from paddock to plate”. This describes the spectrum of clients we deal with, from the farmers and producers growing and sowing on the land to multi-million-dollar food processing businesses. We pride ourselves on being alongside our clients on their journey, whether that be one of scaling back and selling, or up-scaling and expanding. Whilst we practice in Australia across multiple States, we also have regular dealings with countries such as New Zealand. In M&A transactions, we have the ability to upscale by utilising consultants such as Philip Maxwell (former partner of Blake Dawson) and various contractors. Our adoption of technology and software means we are equipped to handle a matter regardless of the time-zone or timeframes which may be required.

How did your work as part of this acquisition fit the profile of your firm?

We are experienced in conducting share sales with our team of corporate lawyers, but what makes us unique is that we consider ourselves to be akin to a client’s in-house legal counsel. Our small size and daily morning and afternoon meetings mean we communicate well within the firm, which only improves our clients’ experience. Our clients benefit from a deep understanding of their commercial needs and idiosyncrasies, not simply their legal requirements. Such knowledge makes us well placed to advise on transactions of this nature, as we do not come to the complex challenges with a purely legal perspective.

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