Background
Our client, a growing recruitment group, was presented with the opportunity to acquire a healthcare-focused recruitment business. The transaction was structured as a share purchase, with 70% of the purchase price payable in cash on completion and the remaining 30% by way of deferred payments over a defined period. The deal was subject to a tight timeline, requiring efficient and commercially focused legal support to complete the transaction quickly while ensuring adequate protections for our client.
Our Involvement
We were instructed to advise on the full legal aspects of the acquisition, from due diligence assistance through to negotiation and completion of the Share Purchase Agreement (SPA). Given the structure and pace of the deal, we focused on a number of key risk areas and protective measures:
- Deferred consideration protections: We included robust contractual mechanisms allowing the buyer to set off any post-completion claims or breaches of warranty against the deferred purchase price. This provided financial protection should issues arise after completion.
- Targeted due diligence and indemnities: Due to time constraints, the buyer was unable to conduct extensive due diligence. As the buyer identified certain issues, particularly around GDPR compliance and employment practices, but did not have the opportunity to fully investigate them. We therefore successfully negotiated tailored indemnities to protect the buyer against potential liabilities stemming from these areas.
- Warranties and restrictive covenants: To further mitigate risk, we negotiated a comprehensive set of warranties and included strong non-compete and non-solicitation provisions. These provisions were critical in safeguarding the value of the acquired business and protecting the client’s position post-acquisition.
Outcome
Despite a compressed timetable, we completed the transaction within a matter of weeks. The buyer entered the deal with confidence, supported by carefully negotiated protections and clear documentation. The acquisition has since enabled the client to expand its footprint in the healthcare recruitment market.
This matter underscores the importance of strategic legal advice in fast-moving transactions. By swiftly identifying risks and negotiating key contractual protections, we ensured that our client could proceed with confidence and secure a valuable growth opportunity.
We Can Help You
We can help management teams and growing businesses navigate complex acquisitions like this with confidence. Whether the transaction involves upfront payments, deferred consideration, or tight deadlines, we provide practical, commercially focused legal advice to ensure your interests are fully protected. From reviewing and negotiating share purchase agreements to advising on warranties, payment structures, and risk allocation, our team can guide you through every stage of the deal.
If your business is exploring an acquisition or investment opportunity, get in touch with us today. Call us on 01244 312306, email us at law@oliverandco.co.uk or complete the form on our Contact Us page, and one of our team will be happy to discuss how we can support your transaction and help you achieve your business goals.
