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Ellis Recruitment Group was founded in 2010 and has become a specialist in Oracle and SAP consultant placements with a strong presence in Europe and North America. Mobeus is now a minority shareholder and will provide guidance to the business to promote the growth in Europe and the US. With a £10 million investment from Mobeus, Ellis Recruitment Group are positive about their development. Tax advice including tax structuring and deal support, was provided to the selling shareholders of Ellis Recruitment by Tax Advisory Partnership, with the transaction being led by Helen Mallalieu and Russ Cahill.
“Tax Advisory Partnership was pleased to support the management team of Ellis Recruitment Group on this deal, which takes the business to the next stage of its development.”
www.taxadvisorypartnership.com
Equasens partnered with ARZ Haan, a German market leader for services and software solutions for healthcare providers. This partnership has acquired Apotheken Datenverabeitung (ADV) creating Pharmegest Germany. ARZ Haan have a holding of 6% whilst Equasens hold 94% allowing them to deploy their growth strategy in Germany.
ADV specialises in IT and software solutions for pharmacies as an independent software vendor. They are recognised in Germany for their high quality and range. This has allowed them to adapt their software solution perfectly to their market and to develop within the German healthcare sector which is having a transformation and leaning towards digital advancements.
Equasens specialises in the production of software solutions for the healthcare industry and is listed on Euronext Paris. Pharmagest Germany is going to invest and develop technology and technical building blocks along with a sales network which will reinforce ADV’s software offering.
LFR - Business Lawyers which are based in Munich advised ADV in the selling of their capital to Equasens.
LFR – Are you searching for trusted, experienced business representation in Germany
LFR - Business Lawyers which are based in Munich advised ADV with a team led by partner Dr. Christian Ruso and associate Tobias Kreth. The team advised ADV on all tax and corporate law aspects of the transaction, in particular regarding the structure of the SPA and the carve-out of subsidiaries.
BP has agreed to sell its shares in BP Turkey Refining Limited and also BP Petrolleri A.S. to petrol Ofisi, owned by Vitol. Petrol Ofisi is expected to a have a network of around 2,700 service stations in Turkey improving its presence in major cities. Gen & Temizer. Ozer provided legal advice to BP for this acquisition.
www.gentemizerozer.com
Matouk Bassiouny & Hennawy were the legal advisors for TSFE Infrastructure and Utilities Sub Fund (TSFE), for itself and acting on behalf of the New and Renewable Energy Authority (NREA), The Egyptian Electricity Transmission Company (EETC), and Suez Canal Economic Zone Authority (SCZONE).
TSFE negotiated an agreement entered into with ACWA Power to develop a project worth more than USD 4 billion consisting of facilities, among others, renewable energy power plants, and a green hydrogen/ green ammonia manufacturing facility. The agreement was signed in the new administrative capital with the Egyptian Prime Minister and Minister of Electricity and Renewable Energy present. With TSFE’s commitment to sustainable energy sources, Egypt is expected to play a leading role in the emerging green fuel market.
ACWA Power –a Saudi-listed joint stock company - aims to enable and accelerate large-scale production of green ammonia in Egypt.
Matouk Bassiouny & Hennawy team, led by Mahmoud S. Bassiouny, provided legal advice to TSFE during this agreement.
BIG CEE and RC Europe concluded an agreement for the sale and purchase of two retail parks in Serbia – NEST Obrenovac and NEST Kraljevo. Both boast a full occupancy rate of 100% and BIG CEE aim to focus on rebranding the shopping centres in the upcoming year. This acquisition allow RC Europe to develop their industrial park project, building the largest single building in Croatia. RC Europe received legal advice from the new major player in the Serbian legal ecosystem, Djokic + Partners team.
We are very pleased to have been part of this important project with our client RC Europe, it has been an exciting time for DJOKIC + PARTNERS. We are happy to have successfully overcome all chalanges faced during the implementation of this deal.
In 2023, M&A activity took place on the sidelines as we saw the lowest value and number of transactions since 2013. The value of M&A transactions decreased in value by 17% to 2.9 trillion making it the slowest full-year period for deal-making for a decade. There were over 55,200 deals made in 2023 which is a decrease of 6% compared to previous years and was a part of a 3-year low.
The Law Gazette reported that European M&A activity declined more than the global average with a fall of 28% whereas worldwide the decline was 13%.
City Firms especially are now counting on a recovery of M&A activity being driven by private equity along with a search for security.
In 2023, prices became a primary obstacle as sellers did not want to accept the prices potential buyers were requesting. Even the major strategic buyers were sitting on the sidelines and prioritising profitability rather than growth through acquisitions. Capital IQ data shows that Amazon, Alphabet, Apple, and Salesforce made only 4 acquisitions between them in 2023, comparing this to 2022 where 18 were made.
Seeing a rise for 2024
In Q4 of 2023, there were signs of recovery as 10 of the largest deals were announced, igniting hope for more in 2024.
Those that fell into the highest valuations in 2023 were the cybersecurity and AI categories. This will continue to be the highest-value area for transactions in 2024.
Small transactions are expected to make a quicker recovery for 2024 and we will see strategic and financial buyers being more active when it comes to these.
The future of M&A
Technology will be a top choice for dealmakers as Morrison Forester reports that technology accounts for 27% of deal value. Cybersecurity was chosen as the most promising subsector for deals for the year ahead.
With Pfizer's $43 billion takeover of Seagen in 2023, along with Daiichi Sankyo's $22 billion deal with Merck, healthcare was the third-highest sector by volume with North America experiencing its highest-level value ever.
Ambitions for technological advancement through M&A will likely fuel deal activity across multiple industries and allow for M&A to rise from 2023 figures.
Along with Technology, healthcare is also expected to surge in M&A activity as the demand for specialised expertise and innovative solutions is prominent. This will encourage companies to actively seek out acquisitions.
Morrison Forester reports that global private equity deals dropped 33% in volume and 41% in value as sponsors were being cautious in their M&A approach. Sponsors had to adjust their methods of dealmaking due to interest rates, and tightening credit markets which has meant that 91% of PE firms surveyed in the 2023 Tech M&A Survey do expect to use minority investments which is up from 55% from 2022.
In 2024 there will be a shift in strategy for the activity to rise and AI will aid in due diligence, streamlining business operations, identifying potential M&A targets, and automating various tasks associated with deal making.
Energy is also expected to be an area of focus as many turn to M&A to boost their competitive advantage and lead the trend. With the priority set to ESG, companies are looking to M&A transactions to improve and this will allow them to quickly make headway as leaders in the industry. The energy sector is attracting investment from a broad base but their challenge will be thriving in a climate driven by technology along with the climate anxiety felt by society, encouraging companies to make active decisions in favour of the environment.
Financial services are back to prioritising deal-making again in 2024 after the rising inflations and economic uncertainty of the past year. The aim will be to incorporate technology into their industry and create a modern and smooth way to change strategies.
We can expect a much more active year for M&A transactions in 2024.
The scandal that was recently brought into the spotlight due to the ITV drama, ‘Mr Bates VS the Post Office’ is causing a mass stir and a call for action.
The technological advancements brought to the Post Office in the form of an electronic system called, Horizon were the cause of many people facing prison or financial ruin. The system was put in place in 1999, created by a Japanese Company called Fujitsu and as early as 2001, bugs were detected.
In Dalmellington, a bug in the system created a £24,000 discrepancy for which the post office held the post office operator responsible. Between 1999 and 2015 there were more than 700 Sub-postmasters and Postmistresses that were prosecuted for false accounting and theft for which many faced prison sentences.
Despite the public inquiry for this beginning in February 2021, many are still fighting for their justice. Until now only 93 convictions have been overturned and, of them, just 30 people have agreed compensation settlements.
It was Paula Vennels who was the CEO of the Post Office between 2012-2019 and it was Ms Vennels who repeatedly denied there were any problems with the system.
The BBC reports that more than one million people have signed a petition for Ms Vennels to have her CBE stripped from her which was awarded in 2019 “for services to the Post Office and to charity.”
Paula Vennels has accepted her CBE being stripped from her and has offered it up, however, this falls to the King to officially declare.
What is being done for the Sub-Postmasters and Mistresses?
The postmasters during that time were dealing with faulty software and superiors who did not listen to their claims that Horizon was having issues.
The Metropolitan Police are now investigating the Post Office over potential fraud offences.
Some did not face a criminal conviction but rather were forced to pay the Post Office, many are suing and these cases have to be dealt with desperately.
The Government is trying to speed up the justice which those prosecuted and blamed deserve. The Guardian has noted that Rishi Sunak has announced a plan to pass a law that could quash the conviction completely. The idea of using legislation to allow those with convictions justice at a faster rate is said to be under “active consideration” by Justice Secretary, Alex Chalk.
It is looking promising that all those prosecuted, will be exonerated in the near future.
What are the options?
How are Fujitsu to blame?
The system, Horizon was brought to the Post Office to replace paper receipts with an electronic database and effectively reduce manual time and effort spent by the postmasters. During the inquiry in 2015, the Post Office told the House of Commons that,
"There is no functionality in Horizon for either a branch, Post Office or Fujitsu to edit, manipulate or remove transaction data once it had been recorded in a branch's accounts."
However, this turned out to be incorrect, as four years later during a high court case, the truth came out that Fujitsu staff could in fact access branch accounts and had “unrestricted and unaudited” access to those systems.
The company is expected to answer questions about the role it played in this scandal which is being described as the most widespread miscarriage of justice in British history.
With so many people affected by this and so many more sympathetic, there is an urgency to see justice. With this being an election year, no Party would want this hanging over their heads.
Arabian Contracting Services Company (Al Arabia), a Saudi listed company, acquired the entire share capital of Faden Media and Advertising Company (Faden Media) for SAR 1.05 billion. The transaction represents an extension of Al Arabia’s growth strategy, forming profitable local and regional partnerships to maintain its market-leading position. Clyde & Co acted as lead counsel to AI Arabia, with a cross-practice and cross-jurisdictional team led by corporate partner Rizwan Osman.
“We are delighted to have supported Al Arabia on this strategic growth transaction. Acting as lead external legal counsel, our effective collaboration and extensive experience enabled us to reach a successful outcome on this complex transaction.”
Factory Systemes group, a French company active in the development of IT services acquired a majority share capital of Wonderware, a company functioning in the market for development and sale of computer systems and industrial software solutions. This acquisition set Factory Group up to serve over 9800 customers in Europe and over 400 System Integrators.
A team of professionals from the law firm, Genesis Avvocati, led by its partners Fulvio Di Domenico and Stefania Pezzini, assisted the three shareholders of Wonderware in the sale of their shares to Factory Systemes group. Genesis Avvocati is headquartered in Milan but through its team of highly specialised experts in business and financial consulting operates in Italy and internationally assisting its clients through a clear and incisive problem-solving approach.
“The role of the lawyer is not only technical but also a relationship of trust. This principle was also confirmed in this case where in 2019 our firm assisted the partners of Wonderware Italia in their purchase of the company shares and, again, we were at their side in the negotiation of this delicate transaction of the sale of their shares to Factory Systemes Group”.
Q&A with Stefania Pezzini
Can you walk us through the professional role you and your team played during this deal and the responsibilities you undertook until the completion of the acquisition?
While one of the shareholders of Wonderware has sold all the shares held in the company, the other two shareholders have in this first phase sold only a part of their shares in the share capital of Wonderware, in which they have retained a role of directors, with the aim of contributing to the further growth of the company. During the negotiations, we were concerned - on the one hand - with very clearly defining the perimeter of the responsibilities assumed by each of the sellers with reference to their respective shares and the obligations assumed by the company, and - on the other hand - with regulating the more complex aspects of the role retained by the two shareholders within the company and the backup solution of exercising the put/call options reciprocally granted by them and the acquiring company.
What form of support does your team provide your clients once the agreement has been made and does this impact the success of the business once they sell?
Our team of professionals is able to create strong alliances with the clients it assists in every transaction, becoming true partners aiming for the same result. This very practical and straightforward approach makes us ideal partners for our clients also in sharing, defining, and executing post-closing strategies aimed at ensuring the maximisation of the investment.
As partner at Genesis Avvocati, how do you think projects like this support the law firm’s growth and how does supporting other businesses develop align with your firms’ ideals?
This project was a further opportunity to highlight the professionalism of our firm and the ability of our professionals to work alongside the entrepreneurs to identify the best possible solution to achieve their goal, which constitutes the hallmark of Genesis Avvocati.
As the head of the Real Estate Department for Studio Genesis Avvocati, how do you ensure to cater differently to each client and having experience with various acquisitions and more does your process significantly alter for each one you take on?
Each real estate transaction in which we provide assistance, involving virtually every kind of investor and every type of property, has its own peculiarities. These certainly require the ability to construct and negotiate each transaction precisely on the basis of its characteristics. This is done by deploying different specific skills that the professionals of our firm have acquired also thanks to an extensive experience in this field.
David Pierce, a private investor has invested in Dave Jessop Ltd, a Yorkshire industrial roofing and sheet metal fabrication business. Dave Jessop is a family-run business specialising in industrial, domestic and agricultural markets. They provide products to their local area as well as to a wider UK market. This acquisition is set to see Dave Jessop Ltd thrive under David Pierce and his team lending their invaluable skills to grow the business. Mackrell Solicitors provided legal advice to the sellers of this acquisition.
“More than just the transaction.”
Q&A with Guvvy Sandhu (GS) and Chris Lane (CL)
Could you describe the role of Mackrell Solicitors in the acquisition of Dave Jessop by David Pierce and the key contributions you and your team made to this transaction?
- Guvvy Sandhu is an experienced corporate lawyer and together with the team at Mackrell made sure that a key focus was more than just helping clients with receiving an investment.
A corporate transaction (regardless of its nature) always begins with two key questions:
The nature of these questions means that the negotiations and related paperwork is then crafted around the responses to these questions and ensure that the commercial reasons for the transaction itself are the forefront.
If such questions are absent then the risk is that a transaction becomes mechanical and not client focused.
What made Mackrell Solicitors the best suited team to work with Dave Jessop on this acquisition?
- The responses to this question could be the basis of its own article!
With a wealth of experience in deal structuring and advisory, the team at Mackrell solicitors were able to guide our clients as to what is relevant and what is not. This ensured a seamless and efficient negotiation as all parties were concentrated on the transaction specific item and not, “A negotiation for the sake of a negotiation.”
Early stage due diligence – the team at Mackrell always review due diligence from both the perspective of an investor and target business so that any potential areas of discussion and opportunity can be considered and managed at an early stage.
This meticulous approach empowers all parties with the knowledge to make an informed decision from the beginning. This in turn supports the parties in intentions to look beyond completion and into the future as partners.
How do you manage the relationship between your client and the investor and how does this impact the success of the project?
- It is always key to explain to clients that their commercial relationship with their investor should remain at the forefront of the process. The transaction does not stop at completion. Both parties have made a commitment to the future in terms of either a return on their investment or a prospective return on an investment.
What kind of support post deal do Mackrell Solicitors provide its clients such as, Dave Jessop and how is this critical for the business’ success?
- As a full service law firm we ensure every client has the opportunity to benefit from the full extent of our services. What this often means for our corporate clients, post deal is an introduction to our private client team, enabling the client to create or adjust their will and lasting power of an attorney.
For client needs beyond legal services we have a tried and trusted network of professional service providers in the world of banking, accounting and wealth planning that we can call upon to build a team of advisors saving time and money from a client perspective.
