Deadline: Annual reporting for employee share and share option plans by 6 July 2021 … Read more
As well as the devastating loss of loved ones, COVID-19 has led to a fall in the value of assets, which may lead to excessive Inheritance Tax (IHT) liabilities. … Read more
We'll explain the HMRC consultation and provide guidance on how businesses should respond. … Read more
130 Wood Street, London, EC2V 6DL
enquiries@buzzacott.co.uk T +44 (0)20 7556 1200
Client: Vocality International
Service: Disposal to Cubic Corporation
Completion date: November 2016
In November 2016 Buzzacott’s Corporate Finance team completed the disposal of Vocality International Limited, an award winning provider of embedded technology that delivers critical communication solutions. The purchaser was Cubic Corporation, a US Nasdaq listed conglomerate focused on integrated communication solutions in the defence, secure communications and transportation industries. They are best known in the UK for operating the Oyster card system for TFL.
We provided Vocality with full service lead advisory support. This included: re-presentation of the financial forecasts, creation of an information memorandum, identification of prospective purchasers in conjunction with management, approaching prospective purchasers, organisation and support of meetings between both sides, negotiation on initial offers, managing the due diligence and SPA process, and overall project management through to completion.
A number of challenges arose during the course of the transaction, three of which we have highlighted below along with the corresponding resolution;
It was mutually agreed that the originally agreed deal structure, which included an earn-out, would be simplified to cash at completion but with a reduction in the overall price.
Having previously agreed the price, we led negotiations again to ensure our client felt they were receiving the best value for the business while ensuring that future working relationships were not risked.
The articles were not up to date which could have resulted in material Employee Related Securities charges, and a potential disqualifying event of the EMI options.
We led the communication process with HMRC which included formal written communications, and leveraging our network within HMRC to expedite the process from two-three months to three weeks.
Agreeing a working capital mechanism that was fair for both sides – with the objective being that post completion there was no material adjusting payment to be made if the balance sheet was as expected. This was particularly challenging as the purchaser had to apply US GAAP.
We agreed a compromise on several of the positions and worked with the purchaser’s team to forecast the completion balance sheet. The theoretical exercise was proven to stand the test, when the actual balance sheet was agreed six weeks post completion with no transfer required from one party to the other.
Take a look at a few of our other recent transactions here.
Client: Vocality International
Service: Disposal to Cubic Corporation
Completion date: November 2016
In November 2016 Buzzacott’s Corporate Finance team completed the disposal of Vocality International Limited, an award winning provider of embedded technology that delivers critical communication solutions. The purchaser was Cubic Corporation, a US Nasdaq listed conglomerate focused on integrated communication solutions in the defence, secure communications and transportation industries. They are best known in the UK for operating the Oyster card system for TFL.
We provided Vocality with full service lead advisory support. This included: re-presentation of the financial forecasts, creation of an information memorandum, identification of prospective purchasers in conjunction with management, approaching prospective purchasers, organisation and support of meetings between both sides, negotiation on initial offers, managing the due diligence and SPA process, and overall project management through to completion.
A number of challenges arose during the course of the transaction, three of which we have highlighted below along with the corresponding resolution;
It was mutually agreed that the originally agreed deal structure, which included an earn-out, would be simplified to cash at completion but with a reduction in the overall price.
Having previously agreed the price, we led negotiations again to ensure our client felt they were receiving the best value for the business while ensuring that future working relationships were not risked.
The articles were not up to date which could have resulted in material Employee Related Securities charges, and a potential disqualifying event of the EMI options.
We led the communication process with HMRC which included formal written communications, and leveraging our network within HMRC to expedite the process from two-three months to three weeks.
Agreeing a working capital mechanism that was fair for both sides – with the objective being that post completion there was no material adjusting payment to be made if the balance sheet was as expected. This was particularly challenging as the purchaser had to apply US GAAP.
We agreed a compromise on several of the positions and worked with the purchaser’s team to forecast the completion balance sheet. The theoretical exercise was proven to stand the test, when the actual balance sheet was agreed six weeks post completion with no transfer required from one party to the other.
Take a look at a few of our other recent transactions here.
We use necessary cookies to make our site work. We’d also like to set optional analytics and marketing cookies. We won't set these cookies unless you choose to turn these cookies on. Using this tool will also set a cookie on your device to remember your preferences.
For more information about the cookies we use, see our Cookies page.
Please be aware:
— If you delete all your cookies you will have to update your preferences with us again.
— If you use a different device or browser you will have to tell us your preferences again.
Necessary cookies help make a website usable by enabling basic functions like page navigation and access to secure areas of the website. The website cannot function properly without these cookies.
Analytics cookies help us to understand how visitors interact with our website by collecting and reporting information anonymously.
Marketing cookies are used to track visitors across websites. The intention is to display ads that are relevant and engaging for the individual user and thereby more valuable for publishers and third party advertisers.
