Sale of Business

Summary: Our client, an on-line provider of database and support for tracking pharmaceutical and biotech product development, entered into a letter of intent for the sale of its business. We worked with the client’s in-house corporate counsel to prepare a tax structure and associated price allocations that would permit the client to maximize its after-tax return on the transaction. The purchase involved an acquiring company with offices in New York and headquarters in London. We conducted due diligence, detailed representations and negotiations over a period of several weeks to determine the fitness of our client’s company. The negotiations also extended to employment contracts and non-compete covenants, which affected the company’s principal shareholders.  

Result: The integration proceeded smoothly, and the client’s former shareholders received a multi-million dollar payout at closing and additional earn-out fees after a successful stock sale and achievement of post-closing performance milestones. Our client’s management continued to furnish services following the stock sale to integrate the business with the new multi-national corporate group, and the client company has become one of the most solid contributors to its new owners’ overall operations. 

Thomas A. Maier