Lawyer Monthly - October 2022

with respect to the transaction terms with typical UK midmarket transaction terms, particularly with respect to warranty protection and liability caps. We therefore worked hard to foster a highly collaborative negotiation process, to make sure that we could meet everyone’s expectations, which were all different. In this regard the negotiation was assisted by the fact that Metagenics was a supplier of Nutri - so they knew each other’s businesses very well, and there was already a strong cultural synergy between the two businesses. What impact do you expect this deal to have on the nutritional supplement industry in the UK and internationally? It is fair to say that Nutri has been and continues to be something of a trail blazer What matters did you assist the shareholders with during the acquisition? We advised the shareholders on the transaction process, the key terms of the transaction documents and how to manage their liability with respect to the contractual protections that they provided to the buyer. Throughout the process, we interfaced closely with DSW and the shareholders’ tax advisors, to ensure that the client had a 360-degree view of the transaction and its implications for them and the company. Did you encounter any challenges along the way? If so, how did you overcome them? Given that the buyer was a PE-backed US entity, part of our role was to align the buyer’s and its backers’ expectations Lawyer Monthly had the pleasure to speak with Piers Dryden, Partner at Beyond Corporate Law to give us some further insight into this transaction: We worked hard to foster a highly collaborative negotiation process, to make sure that we could meet everyone’s expectations, which were all different.

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