Project Route

Submission Date: 07/05/19
Completion Date: 02/04/19
Target: The Tomato Plant Company Limited. The target specialises in drainage, tankering, jetting, CCTV, lining and various other draining activities in the UK
Acquirer: Industrial Water Jetting Systems Group Limited (a drainage specialist acquired by M Group Services Limited, a few days prior to completion of Project Route)
Deal Value: Confidential
Details: Prior to completion of Project Route, the target consisted of a drainage and haulage division. As part of the completion requirements the haulage division of the target was transferred to an associated company of the seller. The re-organisation of the haulage division and sale of the drainage division involved transfer of all the assets, contracts, employees and liabilities of this division . The re-organisation completed simultaneously on 02 April 2019. The lawyers, the management teams and accountants of both the buyer and sellers managed an extensive due diligence process in relation to, operational issues, employees, contracts, GDPR and property. Based on the due diligence, bespoke warranties and indemnities were negotiated.  An extensive disclosure process was also deployed by the sellers’ solicitors. This was a complex transaction because it had several moving parts including exercise of a EMI share option at completion, negotiating a comprehensive Transitional Services Agreement, and release of security charges granted to lenders.
Corporate Finance Advisers: Wilkins Kennedy
Legal Advisers: IBB Solicitors for Keith Williams and Iain John and Pinsents Masons for Industrial Water Jetting Systems Group Limited/M Group Services Limited.
Financial Due Diligence: PwC, Harwood Hutton and Wilkins Kennedy
Commercial Due Diligence: IBB for the sellers and Pinsent Masons for the buyer

ibblaw.co.uk