Accelerated M&A Case Study

We advised a technology platform on its accelerated acquisition of a software business as a strategic route to digitalising a public sector offering.

We have set out in this case study how we worked alongside our client to adapt the accelerated M&A process to deliver this challenging transaction by thinking outside of the norm in a fast-paced process.

Our client and the deal

Our client Is a pioneer in digitalising the public sector. That means our client thinks ahead, innovates and looks for opportunities where others might see dead ends. That’s what we think sets accelerated M&A apart – being able to spot opportunity and manage a process that delivers quickly, clearly and fairly.

The client was passionate about finding a route to accelerate the digitalisation of a certain part of the public sector. It achieved that by the 100% acquisition of an existing provider that offered the key framework agreement and platform in the market on which to build. While cashflow dictated a potential insolvency, there were clear value drivers in the people and platform that the business offered. The success of the deal was about focussing on value and finding ways to make the structure work for all, with the clock ticking.

To Freeths, Accelerated M&A is not just M&A in a shorter timeframe, it’s smarter M&A. Where timing is critical and the M&A process is streamlined it’s more important than ever to identify, deliver and protect the core value in a target.

Identifying Value

Freeths were able to target what really mattered to our client by identifying the asset and people driving the transaction. Through experience and understanding our client’s commercial needs and ways of working, our team were able to focus on delivering this asset without being drawn into unnecessary due diligence or negotiating aspects of the sale which were not deal critical.

Protecting Value

The traditional risk allocation package of M&A rarely works for accelerated M&A – but there is often value to protect and potentially key personnel to bring along in the journey. We worked with our client to identify key risk, work out the realities of what substance could stand behind a warranty and how best to incentivise information sharing to identify risk and form a plan for risk-allocation.

Commercial Approach

• Accelerated M&A races the clock to a potential insolvency process while driving a commercial deal between seller and buyer that meets the best interests of creditors, company and employees.  While driven by commerciality, we must guide a process within the statutory requirements (director’s duties, potential pre-packs etc.). That is why the Freeths accelerated M&A team includes a combination of insolvency lawyers and M&A practitioners. This multidisciplinary approach helps harness the right blend between delivering commercial negotiations and an awareness of the particular legal limitations and requirements affecting the target’s unique situation.
• Freeths lawyers think and move quickly – we live draft, find solutions to business-critical issues, judge the emotion of a deal and are a resilient team that delivers transactions within the particular dynamics of accelerated M&A.