Disposals

The purpose of any disposal transaction should be to maximise value for the vendor. At Campbell Dallas we recognise that the maximisation of value should not just be about the disposal proceeds received but about meeting all the needs of the vendor and thus the structure of the deal and taxation impacts are also key considerations.

Selling a business can be a stressful time for any business owner. in the majority of occasions, it will be the single biggest corporate deal that they will have ever undertaken and when that is combined with disposing of something that they have created, then it is not difficult to see why it can become an emotive transaction. As a result the Campbell Dallas Corporate Finance Team aims to manage each disposal in a sensitive manner and will remove many of the stresses by project managing the transaction.

Each transaction is dealt with in a bespoke manner and the Corporate Finance Team ensures that customer care and response times are given due care and attention. The team consists of highly experienced Partners and Assistant Directors who have all managed successful disposal transactions.

Much of the team's success has been achieved by matching technical ability with a proactive approach. This technical ability includes the awareness of the team to think outside the box and bring creative solutions to perceived problem areas.

Our Approach

This disposal process can begin up to 2 years before a planned sale with a 'Pre-Sale Grooming' exercise. It is important that preparatory work is carried out before any potential purchasers are approached, as a purchaser wants to identify a clear and straightforward purchase as early as possible. It is therefore vital that the business being disposed of is shown in the best possible light in order to maximise disposal proceeds.

Campbell Dallas will appraise the company being disposed of, identify price expectations as well as the company's strengths and weaknesses. By identifying the company's strengths we aim to focus the purchaser's attention on these, by identifying any weaknesses we aim to minimise any impact they would perhaps have on the disposal proceeds. This could involve adjusting internal controls or delaying the transaction until such times as the weakness has been eradicated.

Potential purchasers can be identified in a number of ways;

Drawing on our knowledge and research of the particular industry.
Consultation with the vendor and drawing on their knowledge of the industry.
Use of Campbell Dallas databases.
Notifying the Campbell Dallas network that have registered specific acquisition criteria with us.

It goes without saying that the Corporate Finance Team is acutely aware of the sensitive and confidential nature of any disposal. Therefore great care and attention is given to ensure that no-one is contacted without the vendor's express permission and that classified information is only passed on at the appropriate stage of the transaction.

We will work the vendor to produce an Information Memorandum. This document describes the Company, without giving any secrets away, and sets out the sales process. In drawing up this document, we balance the need to provide sufficient data to enable potential purchasers to determine whether or not they wish to proceed to negotiation whilst protecting the more confidential information about the Company.

Campbell Dallas will work with the vendor in all negotiations with potential purchasers. We will provide information as required to enable the potential purchaser to make a more comprehensive offer for the Company. This will include, managing any due diligence, discussions around price, deal structure and timings etc.

Throughout the process, the Corporate Finance Team will liaise with the vendor's solicitors and any other professionals to project manage the transaction to a swift and successful conclusion. This includes the review and comment on the terms and conditions contained within all the legal documentation.

At each stage of the process Campbell Dallas can advise the vendor in relation to both corporate and personal tax planning for the sale. The objective here is to minimise the tax liability to the vendor arising on the disposal of the Company and if desired any subsequent tax planning around particularly inheritance tax.

Our Success

In 2010 the Corporate Finance Team were named Dealmaking Team of the Year at the annual Deals:Dealmakers Awards ceremony. In winning the award, the judges recognised the team's unique approach to each transaction and as mentioned earlier, the team's ability to 'think outside the box' and bring creative solutions to perceived problems.

For further information or advice please contact Chris Horne on 0141 886 6644 or email corporte.finance@campbelldallas.co.uk.

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