The BDO Midlands transactions team saw continued high levels of market activity in 2018.
TRANSACTION SERVICES – MIDLANDS 70+ DEALS | £1.4BN+ | 2018
X X Award winning team comprising 20 full-time dedicated Transaction Services professionals coupled with an integrated tax due diligence/ structuring team X X We offer a range of comprehensive and precision buy-side and sell-side due diligence services to help our clients transact deals efficiently, identifying and dealing with risks and providing analysis to support their investment thesis X X We carry out due diligence on behalf of UK and International corporates, private equity investors, banks and other institutions, including the IPO market X X We cover a range of sectors including: Consumer Markets, Manufacturing, Healthcare, Technology, Business Services, Transport and Logistics X X We have undertaken a range of assignments including vendor due diligence and advising six listed ‘PLC’ businesses X X The UK BDO team is the No.1 AIM Reporting Accountant 1 BDO TRANSACTION SERVICES MIDLANDS
1. AIM Advisers Rankings Guide February 2019
MIDLANDS | BDO TRANSACTION SERVICES
BDO TRANSACTION SERVICES MIDLANDS TEAM AND UK OVERVIEW
BDO MIDLANDS
70 + COMPLETED DEALS IN 2018 £1.4bn WITH A TOTAL DEAL VALUE OF
OF OUR DEALS ARE BORDER CROSS
PRIVATE EQUITY INVOLVEMENT DEAL
£1m £100m+ TRANSACTIONS RANGE TO
BDOTRANSACTION SERVICES UK
323 COMPLETED DEALS IN 2018 £15.9bn WITH A TOTAL DEALVALUE OF
ONE OF UK’S MOST ACTIVE ADVISORS *
WINNING AN AWARD TRANSACTION SERVICES TEAM
OF OUR DEALS ARE BORDER CROSS
PRIVATE EQUITY INVOLVEMENT DEAL
*3rd leading DD provider in the UK - Mergermarket league tables 2018
BDOTRANSACTION SERVICES | MIDLANDS 01
CONTRALOAD ACQUIRED PACKAGING LOGISTICS SERVICES
SECTOR: TRANSPORT & LOGISTICS Provided financial and tax due diligence services to Contraload NV (‘Contraload’) in support of the acquisition of Packaging Logistics Services (‘PLS’). PLS provides high quality pooling solutions for reusable plastic load carriers to a range of industries in the UK and Europe. Contraload, headquartered in Belgium is a market leader in plastic pallet pooling across Europe. The acquisition helps expand Contraload’s competitive offering and enhancement of the service offering for the enlarged group.
Once again, BDO provided us with excellent support during our recent acquisition transaction through providing good service and follow-up, valuable reports and expert advice. We appreciated BDO’s speed and expertise throughout the entire process and we will certainly use them again for future transactions!
ANDRÉVAN SLOOTEN – Finance Director, Contraload NV
MIDLANDS | BDO TRANSACTION SERVICES 02
MBO OF ACTON BANKS LIMITED LED BY MAVEN CAPITAL PARTNERS
SECTOR: HEALTHCARE Provided financial and tax due diligence services to Maven Capital Partners on its backing of the management buyout of Acton Banks. Acton Banks is a market leading UK healthcare staffing business. It places registered nurses and healthcare professionals throughout the Midlands and North West into nursing homes, NHS hospitals, care homes, residential homes and rehabilitation centres in both the public and private sector.
BDO were really helpful partners throughout the deal process and we enjoyed working with them. They worked closely with us to prioritise key areas of sector specific financial analysis and tax advice. The team were adaptable in providing wider advice through to the completion of the project using their expertise. We look forward to working with BDO on our future acquisitions.
TOM PURKIS – Investment Director, Maven Capital Partners
BDOTRANSACTION SERVICES | MIDLANDS 03
MARLOWE PLC ACQUIRED WILLIAM MARTIN
SECTOR: BUSINESS SERVICES Provided financial and tax due diligence services to Marlowe plc on its £30m acquisition of William Martin Compliance Solutions Limited and Ivor Roy Limited. Marlowe plc is a support services group focused on acquiring and developing companies that provide regulated inspection, testing and compliance services for commercial properties. William Martin is a leading technology-enabled UK provider of property related health and safety audit and consultancy services. BDO’s Transaction Services team have now supported Marlowe plc on three acquisitions in the last 18 months.
The BDO team worked particularly efficiently and were able to tailor their work to apply focus on our specific areas of concern. Their knowledge of the facilities management market added value and our board felt that we were well advised on the key risks that were identified in the process.
ALEX DACRE – Chief Executive Officer, Marlowe plc
MIDLANDS | BDO TRANSACTION SERVICES 04
CLINIGENGROUP PLC ACQUIRED CSM HOLDINGS INC
SECTOR: HEALTHCARE Provided financial and tax due diligence services to AIM-listed Clinigen Group Plc in connection with the acquisition of Clinical Supplies Management Holdings, Inc (‘CSM’). Headquartered in the USA with subsidiary operations in Belgium and Germany, CSM provides a wide range of clinical trial services, including packaging, labelling, warehousing and logistics. The acquisition strengthens Clinigen’s competitive positioning and breadth of service offering within its Clinical Trials division.
Thank you to the BDO team for the work on these acquisitions; professional, timely and high quality as always. In particular, the flexible and value-add support provided throughout the transaction processes underlines BDO’s position as a trusted adviser to Clinigen and was highly appreciated. Following BDO’s role as Reporting Accountant in connection with Clinigen’s admission to AIM in 2012, BDO’s Midlands Transaction Services team has supported the group’s growth through provision of buy-side financial and tax due diligence in respect of group acquisitions in the UK, South Africa, Australia, Switzerland and the USA. Clinigen is now a global pharmaceutical services group with a market capitalisation of c£1.2bn.
MARTIN ABELL – Chief Financial Officer, Clinigen Group plc
BDOTRANSACTION SERVICES | MIDLANDS 05
NATIONAL EXPRESS ACQUIRED STEWARTS COACH GROUP
SECTOR: LEISURE & HOSPITALITY Provided financial and tax due diligence services to National Express on their acquisition of Stewarts Coach Group. National Express is a leading transport provider delivering services in the UK, Continental Europe, North Africa, North America and the Middle East. Stewarts Coach Group provides corporate travel and private hire services and operates an established coach day tour and holiday programme in its Leicester based Woods business. Both have a number of major corporate clients in the Thames Valley and Leicester areas and work with a number of Premiership and Championship football clubs.
MIDLANDS | BDO TRANSACTION SERVICES 06
SALE OF EPISERVER GROUP TO INSIGHTVENTURE PARTNERS
SECTOR: TECHNOLOGY / SOFTWARE Provided vendor financial and tax due diligence services to Accel-KKR in connection with their divestment of Episerver Group, to Insight Venture Partners. Headquartered in the UK with regional centres in the USA and Sweden, together with subsidiary operations throughout Europe and the Far East, Episerver is a global software company creating cloud-based digital commerce, personalisation and content management technology. Accel-KKR is a US-headquartered technology-focussed investment firm with over $5 billion capital commitments. Since 2012, BDO’s Transaction Services teams in the UK and the USA have provided buy-side financial and tax due diligence to Accel-KKR in respect of well over 20 investments in the UK, USA and throughout Europe.
BDOTRANSACTION SERVICES | MIDLANDS 07
DEBT REFINANCING OF MICROLISE GROUP
SECTOR: TECHNOLOGY Provided financial and tax vendor due diligence services in relation to the debt refinancing of Microlise group. The Microlise group remains a privately owned business which has operated for over thirty years. It provides fleet and vehicle telematics, safety, health and compliance, journey management and delivery management services to both OEM and non-OEM customers. The business continues to invest significantly in research and development annually to ensure its solutions continue to be underpinned by market-leading technology.
BDO’s sector knowledge, experience and corporate finance expertise was evident throughout this transaction and we were impressed with their dedication and client service. The team were a pleasure to work with throughout and the final report was of an excellent standard. We were once again delighted to work with BDO and I would be happy to recommend their services should I be asked to.
BILLWYNN – Chief Financial Officer, Microlise Group
MIDLANDS | BDO TRANSACTION SERVICES 08
YUSEN LOGISTICS ACQUIRED INTERNATIONAL LOGISTICS GROUP
SECTOR: TRANSPORT & LOGISTICS Provided financial and tax due diligence and tax structuring services to Yusen on the acquisition of International Logistics Group (‘ILG’). Yusen is a member of the leading international freight forwarding, contract logistics and transportation group listed on the Tokyo Stock exchange. ILG offers bespoke fulfilment, warehousing and logistics / delivery services to around 500 clients in the UK and worldwide. Offering a comprehensive pick, pack and ship service for well-known brands in the retail, fashion and beauty sectors, ILG will be a great addition to Yusen to further strengthen its e-commerce offering.
Yusen has worked with BDO over a number of years and their knowledge of the sector continues to be invaluable. We have always found the different service teams to be professional and responsive while interacting with us, our finance teams and other advisers. Our board felt that we were well advised on the key risks and we would certainly recommend BDO to others.
ANDY FITT – Managing Director, Yusen Logistics (UK)
BDOTRANSACTION SERVICES | MIDLANDS 09
3 A GROUP ACQUIRED CESTRIAN IMAGING
SECTOR: BUSINESS SERVICES Provided financial and tax due diligence services to 3 A Group Beteiligungs GmbH (‘3 A’) in support of their acquisition of Cestrian Imaging Limited (‘Cestrian’). Cestrian is a leading large format printing and retail printing solution specialists, with focus on fabric graphics, point-of-sale and window displays. The acquisition provides a foothold in the UK market for the Austrian based 3 A print service group.
MIDLANDS | BDO TRANSACTION SERVICES 10
ACQUISITION OF CHARLES
SECTOR: FINANCIAL SERVICES Provided Intrinsic Financial Services Limited (part of the wealth management Quilter Group) with financial and tax due diligence services in relation to their acquisition of Charles Derby Group Limited. Based in Colchester, Charles Derby is a long-standing member of Quilter’s network, and already operates within its advice framework. The acquisition will see over 200 restricted financial planners transition to Quilter during 2019, representing the next stage in Quilter’s ambition to grow its national adviser business.
DERBY GROUP BY INTRINSIC FINANCIAL SERVICES LIMITED
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BDOTRANSACTION SERVICES | MIDLANDS
NURTURE LANDSCAPES ACQUIRED GAVIN JONES
SECTOR: BUSINESS SERVICES Provided financial and tax due diligence services to Nurture Landscapes Holdings Limited on their acquisition of Royal Warrant holder Gavin Jones Limited. This transaction creates a leading player in the UK landscape sector, with the combined group employing over 1,000 staff, servicing more than 3,500 clients across the UK and turnover of £65m+.
BDO have a great deal of experience in our sector which helped them deliver an excellent due diligence service on a major acquisition target. We were delighted from start to finish with the dedication shown by all the team and the quality of the work produced. We would have no hesitation in recommending their services.
PETER FANE – Managing Director, Nurture Landscapes Holdings Limited
MIDLANDS | BDO TRANSACTION SERVICES 12
HEALTH MADE EASY ACQUIRED HIGHER NATURE
SECTOR: RETAIL & CONSUMER
Provided financial and tax due diligence services to Health Made Easy to support their acquisition of Higher Nature and associated bank funding. Health Made Easy’s largest subsidiary is Tree of Life, the UK’s largest wholesale distributor of healthy, natural and organic products. Higher Nature is an award winning vitamins, minerals and supplements brand with a 400+ product range supplying both consumer and pet markets. The acquisition is a good complement to the group’s Tree of Life business and is an important step in building a more diversified group.
The BDO team were supportive, patient and pragmatic in what was an unusually protracted process. Their reports were timely and insightful and provided critical support to our negotiations and helped secure a great deal.
SIMON CUTHBERTSON – Director, Health Made Easy Limited
BDOTRANSACTION SERVICES | MIDLANDS 13
SERVEST ACQUIRED AKTRION
SECTOR: BUSINESS SERVICES Provided financial and tax due diligence services to international facilities management group Atalian Servest, on its acquisition of Aktrion Group (‘Aktrion’). Aktrion is an international business and bespoke manufacturing support services provider, running critical parts of clients’ operations on a contract outsourced basis. Aktrion generates revenues of more than £90m and has a strong presence in the printing, food and transport sectors. The acquisition now sees Servest Group’s annual turnover increase to in excess of £1 billion globally. This transaction also enables Servest to play a leading role in the global manufacturing market, enabling further development of integrated solutions. This will ensure that Servest can continue to drive and deliver optimum performance to its growing client base.
MIDLANDS | BDO TRANSACTION SERVICES 14
MBO OF PRECISION MICRO BACKED BY LDC
SECTOR: BUSINESS SERVICES
Provided financial and tax due diligence services on the LDC backed management buyout of Precision Micro, a European market-leading photo-chemical etching company, from the global aerospace, defence and energy group Meggitt PLC. Birmingham based Precision Micro manufactures high precision metal components for major global manufacturing customers across multiple markets including aerospace, automotive and medical supplies.
Customers include Rolls-Royce, Mercedes and Jaguar together with specialist aerospace and medical operations.
BDOTRANSACTION SERVICES | MIDLANDS 15
INDEPENDENT VETCARE (IVC) LIMITED
SECTOR: HEALTHCARE
BDO has had a longstanding relationship with IVC to provide due diligence services. BDO has worked with IVC to help them grow to over 1,000 practices since the inception of the group. The deals have been both in the UK and across Europe with the group acquiring local veterinary practices. IVC Group is Europe’s leading veterinary care provider with around 1,100 clinics based in the UK and across 9 other European countries. IVC was established in 2011 through the acquisition of three quality veterinary groups in Bath, Bristol and Hertfordshire.
We have been working closely with BDO since 2012 to conduct financial due diligence; they continue to deliver high quality output without significant disruption to the business or its management. They are a valuable business partner, and their excellent business insights enable us to step back from the detail and focus on wider investment issues.
AMANDA DAVIS – Group Chief Financial Officer, IVC
MIDLANDS | BDO TRANSACTION SERVICES 16
INDEPENDENT VETCARE ACQUISITION OF VETS NOW
SECTOR: HEALTHCARE
Provided financial and tax due diligence services on the acquisition of the Vets Now group by IVC.
Vets Now was founded in 2001 and works in partnership with local veterinary practices to offer vets and their clients an out- of-hours emergency service. Vets Now provides this trusted service across the UK from 58 dedicated out-of-hours clinics and three 24/7 pet emergency hospitals. The deal was a strategically important move for IVC, who will benefit fromVets Now’s extensive experience in out of hours services which complements their aim to provide exceptional veterinary care at every stage of a pet owner’s journey.
Once again, the deal team from BDO provided commercially- focussed advice, demonstrating a clear understanding of our business sector and the drivers for this key acquisition. The integrated nature of our multi-disciplinary acquisition team has been key to our ability to deliver a fantastic growth record over the past seven years.
STUART CATON – Commercial Director, IVC
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BDOTRANSACTION SERVICES | MIDLANDS
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MIDLANDS | BDO TRANSACTION SERVICES 18
BDO MIDLANDS TRANSACTION SERVICES TEAM CONTACTS
GRAHAM ELSWORTH PARTNER t: +44 (0)121 352 6212 m: +44 (0)777 195 4698 e: graham.elsworth@bdo.co.uk
DAVID BILLINGTON MANAGING DIRECTOR t: +44 (0)121 352 6260 m: +44 (0)778 948 8852 e: david.billington@bdo.co.uk
VINOD PATEL DIRECTOR t: +44 (0)115 962 9258 m: +44 (0)780 068 2482 e: vinod.patel@bdo.co.uk
ANDREW SPROULE DIRECTOR t: +44 (0)121 352 6364 m: +44 (0)780 068 2891 e: andrew.sproule@bdo.co.uk
ROB SLATER ASSOCIATE DIRECTOR t: +44 (0)121 352 6326 m: +44 (0)790 026 4304 e: rob.slater@bdo.co.uk
WAYNE CAUSON ASSOCIATE DIRECTOR t: +44 (0)121 200 6933 m: +44 (0)758 307 9986 e: wayne.causon@bdo.co.uk
COSTAS KAZAMIAS ASSOCIATE DIRECTOR t: +44 (0)121 352 6433 m: +44 (0)797 382 3642 e: costas.kazamias@bdo.co.uk
ALEX NICOL ASSOCIATE DIRECTOR t: +44 (0)121 265 7269 m: +44 (0)796 627 6465 e: alex.nicol@bdo.co.uk
CHRIS BOND TAX PARTNER t: +44 (0)115 962 9276 m: +44 (0)779 201 8593 e: chris.bond@bdo.co.uk
t: +44 (0)121 352 6223 m: +44 (0)797 321 2274 e: susan.cameron@bdo.co.uk SUSAN CAMERON TAX ASSOCIATE DIRECTOR
This publication has been carefully prepared, but it has been written in general terms and should be seen as broad guidance only. The publication cannot be relied upon to cover specific situations and you should not act, or refrain from acting, upon the information contained therein without obtaining specific professional advice. Please contact BDO LLP to discuss these matters in the context of your particular circumstances. BDO LLP, its partners, employees and agents do not accept or assume any liability or duty of care for any loss arising from any action taken or not taken by anyone in reliance on the information in this publication or for any decision based on it. BDO LLP, a UK limited liability partnership registered in England and Wales under number OC305127, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. A list of members’ names is open to inspection at our registered office, 55 Baker Street, London W1U 7EU. BDO LLP is authorised and regulated by the Financial Conduct Authority to conduct investment business. BDO is the brand name of the BDO network and for each of the BDO Member Firms. BDO Northern Ireland, a partnership formed in and under the laws of Northern Ireland, is licensed to operate within the international BDO
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