Acquirer Profile

• Graphic design and marketing agency.
• Based in the North West of England.

• Established for over 15 years with a strong client base.

Acquisition Criteria

• Business based in the North West of England.
• Turnover of up to £1m per annum.
• Companies offering graphic design and/or marketing including branding, printing brochures, catalogues, packaging design, website design, digital marketing and search engine optimisation.

• The company has been established for over 20 years and is based in Stockport in the North West of England.
• In 2007, the business turned over circa £30k and made a net profit of £13k but there is great scope to grow the business and improve margins through increased efficiency and economies of scale.
• The company has tax losses amounting to approximately £550k which can be offset against the corporation tax liability in the acquiring company providing that there are no major changes in the nature or conduct of the trade for three years post acquisition.

Beever and Struthers advised this leading employment law consultancy business in refinancing the business enabling the shareholders to take out a cash sum of up to £100m.

Peninsula was incorporated in 1983 and is currently run by Peter and Fred Done, the brothers behind the Betfred bookmaking chain.  In the year to the end of March 2007, Peninsula achieved a 65% increase in pre-tax profits on the previous year, up to £16.6m, on turnover of £59.7m (up 18%).

Beever and Struthers worked closely with Peninsula in preparing a detailed business plan with integrated forecasts and in formulating a strategy for the future of the business.  The Corporate Finance Team were closely involved in all aspects of the transaction providing; assistance with the financial due diligence process, a financial assistance opinion on the loan, continuing assistance during negotiations with RBS with advice relating to the terms of the bank loan and the implementation of the procedures necessary to ensure that all targets and covenants would be met going forward.

David South (Cheese Distribution) Ltd – sale of shares

When the shareholders of this owner managed business sought a purchaser for their cheese distribution business, Beever and Struthers found the perfect match in a deal exceeding the owners’ expectations.

David South (Cheese Distribution) Ltd was established in 1983 and the Manchester based company developed a reputation as one of the market leaders in the import and distribution of specialist cheeses.

Beever and Struthers forged introductions with a variety of potential purchasers and provided a lead advisory role throughout the transaction, assisting in negotiations with all interested parties, presenting their respective advisers with the necessary information, ensuring that the transaction was structured in the most tax efficient manner and providing continuous support to the shareholders both to completion and beyond.

Till and Whitehead – multi million pound acquisition of 3 companies

Beever and Struthers advised Till and Whitehead on it's recent acquisitions of Layburn Tools, UK Fastners and DIY Plastics, which has helped the company to achieve further market penetration thus increasing the value of the company’s shares.

Till and Whitehead is a long-standing audit client of Beever and Struthers operating as ironmongers and suppliers of industrial products including fastenings and fixings.  After identifying opportunities to increase its market share, the company approached the Corporate Finance Team to advise on the potential acquisitions. 

Beever and Struthers assisted management in the development of a suitable acquisition strategy, formulating integrated forecasts to reflect the trading position of the existing and proposed group. We performed due diligence and whitewash procedures on each target, and advised where required on certain aspects of the deal structure and sourcing of funds.  Our Corporate Finance Team continues to advise the company on its post acquisition strategies.

Aquacure - £4m management buy-in

Beever and Struthers assisted the MBI team on the purchase of the Merseyside based water treatment and plastic injection moulding company for £4m. Funding was provided by HBOS.

The Corporate Finance Team provided the management team with a whitewash opinion on completion of the deal.

Following the MBI, the new management team have plans to expand the water treatment operations through further organic growth and potential acquisitions. In addition, they intend to work to increase profitability in the injection moulding division through increasing end selling prices and greater sales volume from key accounts.

Although many companies grow succesfully without acquisition, organic growth is less likely to achieve the immediate impact that an acquisition can.  Beever and Struthers work with a range of acquisitive clients based throughout the UK and overseas.

Mergers and acquisitions can be complicated, time consuming transactions and if not managed effectively, can lead to problems within the original business.  It may also be difficult for the business to secure the necessary funding required for the transaction to take place.

Beever and Struthers will be able to assist you in the following ways throughout the acquisition process:

• Developing an acquisition strategy;
• Identifying potential targets;
• Appraising targets and assessing the fit;
• Gathering information on the target;
• Valuation of potential targets;
• Assessing the feasilbility of the proposed acquisition;
• Formulating an offer;
• Negotiating with the vendor;
• Developing the business plan and forecasts;
• Raising funding;
• Due diligence;
• Providing advice right through to completion; and
• Post acquisition integration.

Beever and Struthers offers hands on support, using our experience of the debt and equity markets, to identify and achieve a funding solution that meets the needs of the business for both the short and longer term.

If you are looking to re-finance your business, the main services that Beever and Struthers will be able to provide include:

• Assessing the options available and advising on the best source of financing for you and your business;
• Identifying, if necessary, possible funding providers;
• Developing a business plan to present to potential funders; and
• Negotiating and securing the most appropriate finance package.

Working one-to-one with you, Beever and Struthers will assist you in achieving the following:

• Maximising sales proceeds;
• Minimising the tax liability resulting from the sale;
• Completing the sale in the shortest possible time frame without damaging the business; and
• Protecting management and employees' interests as far as possible.

Leading your transaction, we will employ a wealth of knowledge, experience and expertise to ensure that you get the optimum result that works for you with the least fuss, leaving you time to run your business throughout the process.

Our assistance can cover all stages of the sales process including:

• Developing an exit strategy;
• Grooming the business for exit;
• Identifying potential purchasers;
• Performing corporate valuations;
• Marketing the business for sale;
• Evaluating offers and undertaking preliminary negotiations;
• Managing the due diligence procedures; and
• Project managing the transaction through to completion.

Acquirer Profile

• Well established packing and logistics company;

• Operations throughout Europe;

• Located in the North West of England;

• Strong client base.

• The business has been established for over 70 years and has a retail presence in Manchester city centre, together with warehouse facilities, enabling the direct delivery of products to customers.

• The business has been under the management of the current owners for 15 years and was incorporated in 1999.

• The company supplies stationery to the general public from its retail premises.  It also has key accounts with several local and national businesses supplying them with office stationery and furniture.

• The company is liquid with a cash balance of over £78k at the end of the last financial year.

• The company has an enviable reputation for quality of service and support within the industry.

• A summary of the company's financial performance over the last 4 years is as follows:

	6m to 30/09/07	2007	2006	2005
	£’000	£’000	£’000	£’000
Turnover	249	454	496	384
Gross Profit	75	134	156	112
GP %	30.1%	29.6%	31.5%	29.2%

A full information memorandum is available subject to the usual clearance.  If this business is of interest to you, your clients or contacts, please contact either:

John Jones at john.jones@beeverstruthers.co.uk or on 0161 838 1827; or

Laura Bamber at laura.bamber@beeverstruthers.co.uk or on 0161 838 1836

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IMPORTANT NOTICE. This document does not constitute an offer to subscribe for or purchase shares and no contract may be entered into on the basis of the information contained herein.  The information in this document is supplied as a guide only and prospective investors must make their own investigations and must satisfy themselves as to the condition and prospects of the Business and the accuracy and completeness of the statements contained herein.  The owners of the Business have provided the information within this document.  Such information and representations have neither been checked nor verified by Beever and Struthers.  The information contained in this document and any further information relating to the Business supplied by or through Beever and Struthers is, and will be supplied only on the condition that neither Beever and Struthers nor any officer, partner or employee of the Business or Beever and Struthers is liable for any error, omission, or inaccuracy contained herein whether negligently caused or otherwise, nor any loss or damage suffered by any person due to such error, omission, or inaccuracy, as a result of such supply.

The business has recently designed and patented a device for automating the adjustment of roof deflectors on articulated lorries to ensure optimum performance, increased fuel economy and reduced carbon emissions.

Background

• 85% of fuel savings are related to the optimum positioning of a truck’s roof deflector (source: UK Department of Transport 2006)

• It is estimated that badly adjusted deflectors will use an additional 1.5% in fuel per 10cm of trailer front showing above the deflector, resulting in a total additional cost of some 6 – 12% on badly adjusted trucks.

• Reducing fuel consumption also has a direct environmental benefit through lowering vehicle emissions.

• Current practice is generally for manual adjustment of the roof deflector.  This is often impractical and actually conflicts with Health and Safety regulations.

Opportunity        

• The company is looking for an initial investment of circa £500k to develop, market and produce the device with a view to releasing the product globally through an agency network within its first 12 months.

• The Company is not aware of any similar products currently on the market and as such is keen to bring the product to market in the most time efficient manner.

• The Company is managed by two individuals both of who have extensive experience of fleet management and associated efficiencies within the logistics industry.

• There are currently over 120,000 new and used articulated lorries just in the UK alone with an additional 10,000 new articulated lorries taking to the road each year.

• The team intend to target both the new sales and retro-fit markets in an attempt to maximise sales potential.

• The Company is initially looking to secure first round funding by way of venture capital but would be interested to hear from any funding institution or individual who is interested in funding this opportunity.

A detailed business plan is available subject to the usual clearance and confidentiality letter. If this opportunity is of interest to you, your client or contacts, please contact either:

Lee Rogers (Corporate Finance Manager) at lee.rogers@beeverstruthers.co.ukor on 0161 838 1819

James Hindle (Corporate Finance Executive) at james.hindle@beeverstruthers.co.ukor on 0161 838 1850

IMPORTANT NOTICE. This document does not constitute an offer to purchase the business and no contract may be entered into on the basis of the information contained herein.  The information in this document is supplied as a guide only and prospective investors must make their own investigations and must satisfy themselves as to the condition and prospects of the business and the accuracy and completeness of the statements contained herein.  The partners of the business have provided the information within this document.  Such information and representations have neither been checked nor verified by Beever and Struthers.  The information contained in this document and any further information relating to the business supplied by or through Beever and Struthers is, and will be supplied only on the condition that neither Beever and Struthers nor any officer, partner or employee of the business or Beever and Struthers is liable for any error, omission, or inaccuracy contained herein whether negligently caused or otherwise, nor any loss or damage suffered by any person due to such error, omission, or inaccuracy, as a result of such supply.

• The company was formed in 2003 by its founder and 100% shareholder who is a qualified chartered accountant currently working in the retail consultancy industry.

• The niche brand position has been clearly established by innovative and stylish produce design, and has achieved extensive public relations (PR) coverage.  

• The company has already invested in the development of a fully functioning, transactional website and has built up an extensive consumer database.

• The owner requires external investment to take the company forward, growing the business by ensuring that the company’s product reaches a wider audience. 

• To achieve this, the investment will be spent on brand development, a unique PR and marketing campaign, increased advertising, player sponsorship and the design, manufacture and holding of a wider range of stock for 2009.

• It is anticipated that the level of initial investment required will be in the region of £100,000 in exchange for an equity stake in the business. 

If this opportunity is of interest to you, your clients or contacts, please contact either:

Lee Rogers e: lee.rogers@beeverstruthers.co.uk

Laura Bamber e: laura.bamber@beeverstruthers.co.uk

IMPORTANT NOTICE. This document does not constitute an offer to subscribe for or purchase shares and no contract may be entered into on the basis of the information contained herein.  The information in this document is supplied as a guide only and prospective investors must make their own investigations and must satisfy themselves as to the condition and prospects of the business and the accuracy and completeness of the statements contained herein.  The owners of the business have provided the information within this document.  Such information and representations have neither been checked nor verified by Beever and Struthers.  The information contained in this document and any further information relating to the business supplied by or through Beever and Struthers is, and will be supplied only on the condition that neither Beever and Struthers nor any officer, partner or employee of the business or Beever and Struthers is liable for any error, omission, or inaccuracy contained herein whether negligently caused or otherwise, nor any loss or damage suffered by any person due to such error, omission, or inaccuracy, as a result of such supply.