In Conversation with: Carly Gulliver at Addleshaw Goddard

The 2024 M&A Review, compiled by Experian MarketIQ, was released at the end of February and detailed UK merger & acquisition activity during 2024. As in previous years, we've extracted the data and fed it into our long-term review. This helps us to get a broader picture of M&A activity, to identify growing or contracting sectors, and to see the impact of geopolitical and global events on M&A, here in the UK. We can now review and compare 6 years of deal volumes and values. Originally, we planned to monitor the figures each year to see if a return to pre-Covid levels was evident. However, we've also had to factor in the ongoing conflicts in Ukraine and Gaza and the impact that has had on global economies and subsequently, UK M&A. First up, we take a look at the volume of deals for 2024 and as far back as 2019... UK DEALS BY VOLUME - LAST 6 YEARS

La Salle are delighted to have advised Bedfordshire-based specialist care provider Vivre Care on the sale of the company to Elysium Healthcare, part of the global Ramsay Health Care Group, listed on the Australian stock exchange (ASX). Overview: Leading mental health service provider Elysium Healthcare has expanded its provision of specialist eating disorder services with the acquisition of residential care provider Vivre Care. Established in 2007, Vivre Care provides specialist support for people with severe eating disorders. Its services align with the NHS strategy of prioritising community-based treatment. Vivre Care also complements the existing specialist eating disorder pathways within the Elysium group for adults and young people across England and Wales. Joy Chamberlain, Chief Executive Offices at Elysium said: “I am delighted that Asha Mootoosamy and Vivre Care will be joining the Elysium family. I have been impressed by the quality of care and the delivery of successful outcomes enabling people to access the right care, in the right place at the right time." Vivre Care Director, Asha Mootoosamy, said: "Elysium Healthcare are synonymous with specialist eating disorder care and I am confident that they will support the services to go from strength to strength. I am also delighted to be joining the Elysium team to further develop the model of care.” La Salle Corporate were instructed as Vivre Care’s Corporate Finance advisor. Matt Dillon, Partner, La Salle Corporate added: “It was a pleasure to advise Asha on the sale of her company. It’s a fantastic business that provides a wonderful service to those in need. I’m sure the business will flourish under Elysium’s stewardship”. Company Profiles: Elysium Healthcare – Head Office: Borehamwood, Hertfordshire UK Elysium Healthcare, launched in November 2016, operates over 95 sites across England and Wales. It offers services for learning disabilities, neurological care and specialist mental health support, including secure services, CAMHS, rehabilitation, acute care and psychiatric intensive care. Elysium is part of Ramsay Health Care Vivre Care – Luton, Bedfordshire, UK Since 2007, Vivre Care has operated as a leading supplier g specialist supportive clinical management (RSSCM) of severe eating disorders. A well-trained team of 45 employees are deployed across 3 freehold care homes in Luton. Read more about this deal around the web: (La Salle have no control over media on external links) Elysium Website  Insider Media

How has M&A fared in the Specialist Healthcare sector in recent months?

UK regulators have overhauled their rules for companies looking to debut on the London Stock Exchange.

How has M&A fared in the Manufacturing sector in recent months?

The annual M&A Review, compiled by Experian MarketIQ, was released last week detailing UK M&A activity for 2023. As usual, we take a deeper look at the numbers and pick out the positive highlights that will help to navigate the M&A landscape for the coming months. To compare year-on-year figures for deal volumes and values isn’t going to produce anything we don’t already know. Nearly all sectors felt the pinch in 2023 and witnessed a decline in activity in some form. Where we believe the figures get interesting is when we look back a little further, comparing pre & post pandemic. This provides a much broader view of how each sector has grown or contracted which can help when looking forward or making plans to sell at the right time. With these latest figures we can compare a full five year period, so let’s get started… UK DEALS BY VOLUME - LAST 5 YEARS

The M&A industry trades in data and insight. So, there's an element of irony in that general opinion is summized by a limited amount of available information. Reading many articles in 2023 about the state of play in the M&A industry, and you will hear that high interest rates have made borrowing expensive, subsequently slowing the post-Covid surge in deal volumes and values. While the picture painted isn't all doom and gloom, the information used in this reporting is often limited to knowledge of the biggest deals at the top end of the market. What about the rest of the M&A markets? In a recent white paper offered by Finquest titled " The Next M&A Frontier: Navigating the Untapped Potential of the Lower Middle Market " there is a deeper dive into what is happening from both the purchasers and sellers perspective. The lower mid market (£5M-£150M revenues) accounts for around 30 times more companies than the top end (£150M+ revenues). Given the economic reasons impacting investments and borrowing, the focus for many purchasers and fund managers is to now look beyond the top 3 players in a sector and instead adopt a systematic 'buy-and-build' M&A strategy. Within the white-paper a survey was carried out detailing buyer interest (number of approaches made), and a separate survey of seller interest (willingness to have a conversation with an acquirer). When overlaying the results, the companies with the highest number of approaches ($50-100M revenue range), were the least willing to engage in conversation. Instead it was the $20-50M revenue bracket of companies that were more open to entertaining the idea.

The latest Experian Market IQ Report was published recently, detailing UK M&A activity for H1-2023. At first glance, the reporting doesn't look too encouraging but the lack of 'mega deals' (worth £5bn+) is a huge contributing factor. Let's look at the numbers... With inflation and rising interest rates hitting the headlines on a daily basis, it's no surprise the impact this would have on the UK M&A market as a whole. At the larger end of the market there have been significantly fewer transactions and lower deal values being achieved during H1. Let's look at Volume and Value by industry below:

For whatever reason, retirement, health, lifestyle, new challenges, at some time the question of new ownership or control of your company will raise its head. When is the best time to sell? How much is it worth? Who will buy your company? All are relevant and important considerations. At the outset taking time to consider and address aspects of the business a prospective purchaser will focus on, could have a major impact on the value and attractiveness for your company. Maximum value is more likely to be achieved and negotiations are always likely to progress quicker when dealing with a motivated purchaser. Selling a company is not just an accounting or legal process. While these aspects are very important, primarily it is Sales and Marketing activity with a clear focus on maximising value for the owner. Methods used and who are approached when selling your Company will have, as our experience confirms, a significant impact on the achievable value. If a competitor is approached who knows your company is for sale, given their own knowledge of your sector, they are unlikely to pay a premium unless you have demonstrable points of difference or the barriers of entry to your markets are particularly high. Consequently, the type of company approached and indeed the way the approach is made, can have a significant bearing on creating and securing interest in your business. You are likely to get the best price for your business when there has been growth and with prospects of future growth. It is a fact that many entrepreneurs are attracted to high growth opportunities as an expanding business normally, offers easier opportunities to create business. In determining value for your company, prospective purchasers will be putting a value (of their own) on the business. It is good practise to review your business exit strategy every six months or so and consider whether now is a good time to sell. In fact, asking the question “would people want to buy my company?” is a good test of whether you are generating value. Keep an eye on your company’s growth rate and future prospects. No two deals are the same, but experiences are certainly transferable. You normally have only one opportunity when selling your company – it must be right for you, so give yourself the best opportunity to make the most of it. Take a moment to think. Needless to say, you have worked hard and made many sacrifices over the years to reach this point today. You have the scars to show for it. Selling is all about timing. Is it the right time for you? Is it the right time for your company in this market? It is an emotional decision. Staff will feel like family, the brand and ethos you have created, you want this to continue. This is why the buyer has to be correct. It is not always about the highest bid. There are different options when it comes to selling. It could be a full or part share sale. You could continue within your company but de risk, take some cash and secure with your future. Our job is to present you with options which are most suited to you. Every company is unique therefore every process is unique which we run, tailored to you.

The famous phrase ‘fail to prepare, prepare to fail’ could not be more prevalent when it comes to selling a company. The preparation required varies with each business dependent on their existing structure. With our experience, we know what information prospective buyers will require. Prior to undertaking any major work, it’s useful to consider and set some personal goals from the transaction. To understand whether your company is ready for sale, we would organise a confidential, non-obligatory meeting. We would obtain a clear understanding of how the business operates and answer any questions you may have. There are a number of questions you must ask yourself first, from a professional and a personal angle. Is now the right time for you personally to commit to selling your business? What do you personally want/need from the deal? Would you be willing to remain with the business post sale, if required? What does the management team look like? What tax implications would apply to selling your company? Are there any legal obstacles? What will the impact be on your employees, customers & suppliers? Clearly, there are many factors that can formulate opinions. Time spent clarifying and minimising any potential future ambiguities will minimise any issues that could deviate the sale at a later stage.

Your company is only worth what someone will pay for it... Which is why finding the most suitable purchaser is so important. However, before we get to that stage, we make a point of ‘risk assessing’ your company prior to taking instruction. Prospective acquirers will be looking for ways to reduce the value of your company before they commit to buy. We will look at your company through the eyes of a potential purchaser to ensure you are in the strongest possible negotiation position. Amongst the many factors we will consider are: The financial performance of the company. This is past, present and projected figures. Key relationships, who has them within the organisation with customers and staff. The management team is an important consideration. If the shareholder/s are leaving, who is running the company? What second management team are in place? Does an acquirer have to bring someone in to replace the exiting shareholders? T hese are factors which need to be considered. Once we are satisfied you are in a strong position to sell, we will identify the most suitable acquirers for your company. Valuing a Company There are many different factors that can formulate opinions when it comes to valuing a business. A company can be worth a different amount to a different buyer. Through years of experience, we advise clients of a valuation of their company following the steps below: Profitability An acquirer will look at the profits over the past three years but also future projections. Whilst they are buying the history of past performances, they are buying the future of the company too. Any buyer wants a return on their investment therefore the forecasted figures are vital in their decision making. What is included in the sale? Are there tangible assets such as Freehold properties? If so, are these owned by the company or by the shareholders’ pension fund? Do they want them included in the sale? Or would they consider leasing the property back to the acquirer? Clients can enter a process with flexibility and an open mind on the property. The process can determine this outcome. Surplus Cash Many companies have cash on their balance sheet. This is derived from various profits and a positive cash flow, sometimes over a number of years. This cash can be taken out of the company, in a tax efficient way, as long as working capital is left within the company. This is called ‘surplus cash’. Working capital must be left in the company to ensure the company can keep trading day to day, such as paying suppliers and staff. Conclusion Taking the above three factors into account, then we apply a formula to reach an estimated valuation. The valuation is a guide and we never market the company with a price because we do not want to put a ceiling on the potential price we can achieve. ---- Potential Factors There are factors which may affect the commercial value of the company dependent on the acquirer we introduce. We highlight these as a transparency to our clients to fully understand the process prior to committing. Place in the market Where does your company stand in the market place? How do you compare to your competitors? What is your USP? Positive aspect: This is only key in highly competitive markets. Niche companies will not have these difficulties. Day to day involvement of the business owners What is the shareholders day to day involvement? If they are heavily involved, offering a handover period post transaction will alleviate some risk for a buyer. This is negotiated at the time of an indicative offer. If the shareholders are not ready to retire or leave, then a role in the company moving forward could make the opportunity more attractive to an acquirer. Positive aspect: Sometimes buyers are keen for the shareholders to leave as soon as possible as they wish to put their own ideas into the company. Second Tier Management Structure If the shareholders are exiting the business, then who is left to run the company? Is there a natural successor to you? The buyer will require comfort that there is a capable team in place to run the company post completion. Naturally, if a shareholder is willing to stay on within the company post sale, either for a handover period or longer, this will reduce the risk for a potential buyer. Positive aspect: If a larger corporation / trade buyer is purchasing your company, then it is possible they will have the personnel within their current organisation to cope with exiting shareholders. Freehold Property Dependent if an acquirer is purchasing or leasing the property, is there a market rent being charged in the Profit & Loss account? If not, many acquirers will deduct this from the bottom line profit when deriving a value for the company. This is because the profitability is not a true reflection as the company is trading from a premise for ‘free’ in effect. Positive aspect: If leasing the property back, a market rent could be charged to the acquirer giving an ongoing income post sale. If selling the Freehold, there are tax efficient ways to take the buildings out. Customers How is the company’s customer mix? Are they reliant on one major customer or does the company have a healthy mix? Are there secure contracts in place? Reliance on one or two large customers can be risky for a potential acquirer. Positive aspect: If the customer mix is reliant on one or two major players, the buyer’s strategy could be to decrease this reliance over a period of time. Buyers are always looking for ways to improve an operation. However, if the business is reliant on one/two major customers, but these are blue-chip clients with long-term contracts in place, this could be a positive. Future Growth What are the next 1-3 years looking like? Is there growth? If so, how? Are your customers growing? Have they promised orders? Have you grown your sales team? Is there growth potential in your sector? Positive aspect: The structure of the deal may not be dependent on growth. Again, this is an opportunity for a buyer to improve the company. Legal The legal, financial and commercial due diligence process is vital. We need to ensure that there are no subsequent warranties and indemnities that could affect the seller in the future. If the buyer sees a potential risk, they are likely to request a warranty or indemnity against this to protect their investment. Positive aspect: We work closely with well-respected legal firms who will provide sound advice on any potential warranties or indemnities.

Private Equity houses are professional investors. They consist of capital that is not listed on the public exchange. Private Equity is composed of funds and investors that directly invest in private companies. They raise funds, from various sources including high-net worth individuals and pension funds, to deploy these funds in private companies. There is a stigma about Private Equity that they are just a debt vehicle and nothing more. This could not be further from the truth. Their aim is to invest in profitable companies and alongside the shareholders, grow this company so both can exit together. They align themselves with the management team so that they have a shared goal in the years to come. Private Equity houses range in what they can offer clients, however it is usually strategy, capital, and know-how. They can open doors for you, they can help you grow through acquisition and they can use their experience of other businesses to help yours. Many clients have a mindset of; I would not work for anyone else but with Private Equity you are not. You are working alongside someone else. There is a big difference. They are your Partner, not your boss. Having the same ultimate goal, a future exit, is why there are so many success stories with Private Equity investment. The advantages are a shareholder can de-risk, take some cash off the table but still have a day to day involvement in the company. Many Entrepreneurs say, I would not know what to do when I retire, therefore Private Equity investment is a good solution. In effect there are two sales. One is a part share sale to the Private Equity house, the second, when the Private Equity house and you decide to exit together. It is inevitable you will receive more proceeds across the two transactions. Here at La Salle, we feel our Private Equity network is as good as any in the market. We deal with UK & overseas Private Equity who are desperate to deploy their capital. Their issue is there isn’t enough good businesses out there who are seeking investment. The buyers are ready, we need the sellers….

A trade buyer is a buyer from the same/similar sector that your business operates within. In many industries, M&A is an effective way of growth for larger companies. Acquiring companies within your sector can allow them to have a greater market share and perhaps broaden their offering to their customers. We usually see trade sales where a client is ready to fully exit their business. Their reason could be retirement, ill-health, taken the company as far as they can or to pursue other interests, this is where a trade sale works well. With a trade sale, there may be a small transition period post transaction but in usual circumstances, this is never longer than 12 months. The advantages of a trade sale to an acquirer is synergies. If they are a larger group within your sector, they can cut numerous costs from your business and centralise them within their operation. This immediately makes the company more profitable and in turn, provides a return on investment. We boast a wide range of contacts across numerous sectors that we can introduce to you.

At La Salle Corporate, we operate with total discretion at all times. We understand that this is a key priority and usually the biggest single concern for a seller. Whilst orchestrating a sale, our aim is to minimise disruption to you and your business. Our hand-holding approach means that we take care of the process for you. Naturally, we need your input with information requests and meeting potential buyers, but our role is to ensure that you can concentrate on what is important – running your business. The opportunity we present to buyers must be attractive therefore any information prepared must be done effectively. We fully respect that you as a business owner are very busy therefore collating information can become tedious and tiresome. The information we prepare is dependent on the style of process we are running but this is an area we would be happy to discuss with you. Marketing Prior to taking instruction, we usually have a good idea of whom we will be targeting as potential buyers. With the benefit of many years’ experience, we have built up an impressive network of contacts whom we know are actively acquirers’ companies. They are a mix of trade buyers, from numerous sectors, Private Equity houses and high net-worth individuals. It is our job to identify who, from our vast network, would be best placed to invest in your company. Secondary to our contacts, is our research team. Our research team compiles extensive research of your sector to find similar companies whom may be interested in acquiring your company. They are highly skilled, they have the ability to ‘think outside the box’ and find suitable targets. Coupling together our contacts and research, this provides us an extensive, direct, thought-out list of targets to discreetly present the opportunity too. Our approach is discreet. It is only to fellow shareholders or directors and we work on ‘no names’ policy. The buyer must be vetted, a Non-Disclosure Agreement in place, before we release any detailed information.

The structure of the deal is critical. It is not always the best price. The structure, the payment terms, and the risk element all must be considered, and it is our job to make this as attractive as possible to you. There are many different ways in which a deal can be structured and La Salle Corporate are highly skilled in finding the most suitable structure for each client. These are the most common examples of deal structures: Cash at completion This is the cleanest deal. Cash is paid on the day of completion, held in the solicitors’ account and transferred to the seller. Deferred payments This is where payments are deferred for a period of time, to be agreed. The payments can be quarterly, every six months or annually. The consideration for the company can often increase if the payment terms are over a period of time. It reduces the risk for the purchaser. Earn out This is when payments are made based on the future performance of the company, often linked to future growth. They are linked to certain caveats. Earn outs can often occur when there is a discrepancy in price between buyer and seller. It is an effective way of satisfying both sides requirements and reaching a deal. An earn out deal is beneficial if the seller is staying on within the organisation therefore has an element of control. Investment This type of deal allows shareholders of growing businesses to ‘de risk’ and take a proportion of cash ‘off the table’ by a selling a percentage of the shares. This is a typical Private Equity deal where the owners would remain involved with an aligned goal to grow the company. This gives the shareholders an exit at a future stage with a ‘smaller piece of a larger pie’ and a ‘second bite of the cherry’ with, in effect, two sales. Shares Part of the structure could include the seller taking shares in the buyer’s company as a part of the consideration. When a larger entity is buying a ‘bolt on’ company, this can be attractive to a seller as it is an effective way to invest their monies post sale, rather than it sat in the bank!

By their very nature, negotiations are a sensitive stage of the process. Our role in this process is key. When negotiations can become a little difficult, our experience and ability to focus on the issues being discussed ensures that any potentially emotional issues do not sway us. Secondly, this ensures the relationship between you and the prospective purchaser remains intact and unaffected, especially if you have to work together in the future. As mentioned earlier, our contacts are vast therefore there is a possibility we will have dealt with the acquirer previously, which is invaluable in these scenarios. Personal relationships can go a long way. Selling a company can be emotional therefore our role is to review the offers pragmatically and advise accordingly. Having strong relationships with buyers can assist with these negotiations. We invite indicative offers by a certain date. This allows us as a sell-side team to review all expressions of interest at the same juncture. We may move to a second stage of bidding dependent on the process. The ultimate aim is to negotiate an acceptable deal for you so we can move to the due diligence stage. Key pointers to be aware of within the process include: Listen: as with any negotiation, it is a two-way process. It is important to understand the purchaser’s viewpoint as our role is to bring two parties together. You are our client therefore we act in your best interests but we need to appreciate the purchaser’s position too. Focus: the objective is clear, to reach agreement to sell the company for an acceptable price and on acceptable terms. Again, our role at this stage is key, ensuring any emotional considerations are dealt with professionally. Negotiating is a process where we have to interact with the purchaser, therefore our relationship with them is important. We must respect their role in this process. We have to remain flexible to reach a satisfactory outcome for all. Positivity: be positive and cooperative in your approach. Open and Honest: transparency and honesty are key to any negotiation. Any deal agreed will be subject to due diligence and involve warranties on behalf of the seller. Information that subsequently proves unreliable can delay or cause the deal to collapse therefore honesty is critical. At La Salle Corporate, we will always be present with our client during negotiations. We have the experience to take clients through every step of the journey and advise on every aspect of the deal.