What role did you and your team play during this acquisition? We acted for the shareholders of Tiger Eye, Dave and Julie Wilson, on the legal sale process in its entirety, from agreeing commercial terms through to completion. This involved advising Dave and Julie on the initial heads of terms, assisting with collating replies to the buyer’s due diligence enquiries, negotiating the share purchase agreement and associated transaction documents and attending to completion. Most importantly, the role of any lawyer on the sell-side is to ensure that the transaction is properly managed. In practice, this means taking a proactive approach so that things continue to move forwards as much as possible, communicating your position clearly with the other parties and identifying and addressing any key issues as early as possible. Why were Leathes Prior particularly suited for advising Tiger Eye on its sale? I, together with other members of the firm, have acted for Tiger Eye for a number of years and have developed a good, ongoing client relationship with Dave and Julie. We have seen the business grow significantly over that period and therefore have had a useful insight into the successes and some of the challenges which the business has faced. This meant that we had a good working knowledge of Tiger Eye’s compliance and its contractual relationships with its customers. As such, we were very well-placed to advise on the transaction. Were any challenges encountered during the course of this merger? If so, how did your team overcome them? As with any corporate deal, there are always challenges which arise during the course of the transaction process. However, we firmly believe that the best way to deal with these challenges is to work as collaboratively as possible with the buyer and its advisers to find a resolution that works for everyone. When working on these transactions, it is important not to lose sight of the fact that, ultimately, all parties are working towards the same objective. We, as lawyers, are instructed to make the deal happen, not cause blockages or delays. How did you work with the other firms involved to ensure the merger was carried out to all parties’ satisfaction? We always aim to work collaboratively with other firms and be proactive in identifying and resolving any potential issues which could otherwise delay matters as early as possible. As with most transactions, we had a good working relationship with the other firms involved. This is always useful, particularly when you need to pick up the phone to chat through a potentially difficult or controversial point in the legal documents! What factors are important to keep in mind when advising on acquisitions involving tech-focused firms? There are a number of factors that need specific consideration when acting on the sale or purchase of a target company which has a technology focus. Perhaps obviously, one of the key issues is to ensure that the target company’s intellectual property (IP) has been properly protected. For many buyers, significant value will be attributed to the IP and therefore a buyer will need to be comfortable that the target company owns, or has the right to use, that IP. Likewise, where the target company operates a subscription model with its customers (as is often the case with technology companies), any buyer is likely to be interested in the terms on which those customers have subscribed. What impact is this acquisition likely to have on legal services in the UK? The acquisition will no doubt have a benefit to legal services in the UK moving forwards. For both parties, there are obvious strategic and operational benefits which come as a result of the acquisition. In the CTS group, Tiger Eye is now part of a larger organisation which will have increased bargaining power and access to another customer base and technologies. For CTS, the acquisition boosts their offering and brings in specialist knowledge and experience. We look forward to seeing the group as a whole go from strength to strength in the future. AN INTERVIEWWITH ALEXSAUNDERS Partner at Leathes Prior Solicitors Finance Monthly. Tr ans ac t i on Repor t s 57
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