Successful purchase of specialist Mushroom supplier for over £1 million

Natalie Stoter, corporate and commercial specialist and senior solicitor at Holmes & Hills represented the corporate buyer (‘Client’) (a 99-year-old fruit and vegetable business, headquartered in Essex, that operates in Covent Garden) in relation to its purchase of the 100% issued share capital of a specialist Mushroom grower and supplier (‘Company’). The purchase price was over £1 million.

The transaction:

Holmes & Hills advised and represented the clients in the negotiation, legal due diligence process, and drafting of the extensive transactional documents.

Natalie and her corporate commercial team worked closely with Forward Corporate Finance (the Client’s corporate finance advisers), and who were instrumental regarding the financial due diligence and commercial negotiations for the transaction.

When acting for a corporate purchaser, legal due diligence enquiries are raised by the purchaser to the selling shareholders to ascertain that the price being paid for a target company is accurate and also for the purchaser to be aware of any potential issues in the company that they are buying. Holmes & Hills fully assisted the Client with evidence gathering, reviewing the collated information, and reporting to the Client.  Natalie also advised on whether any warranty or indemnity protection would be required in the transaction documentation in light of the due diligence findings. In brief, the transactional documentation required the corporate commercial team to advise, negotiate, and draft on their client’s instructions and in their best interests.

Cross department co-ordination:

The transaction involved various Holmes & Hills legal departments including, corporate commercial, employment, and commercial property.

The Company had entered into a lease in the past 12 months that had thrown up some problems, which required further actions to be solved prior to completion.  This required commercial property colleagues to advise the Client with possible solutions, and also to provide a comprehensive review of the Company’s property documentation. 

The Client also required various employment advice and assistance regarding an employment contract for a key employee, consultancy agreements, and settlement agreements.

Result for the Client:

Our Client was able to successfully buy the Company, using commercial solicitor, Natalie (as their main point of contact) and her colleagues to advise throughout all stages of the transaction, from the initial Heads of Terms to completion.

Natalie’s extensive knowledge, prior experience in dealing with corporate transactional work, and assistance from her colleagues meant she was able to complete all the required legal work and protect the client’s interests (and future interests) throughout the negotiations and document drafting of the transaction.