Case Study: Acquisition of Brand Vista
Butcher & Barlow’s Corporate and Commercial team provided legal services to creative agency, Brand Vista Limited, during the agency’s acquisition by multi-award-winning strategic communications group, Definition Group.
Marking the completion of five acquisitions in eighteen months for the Definition Group, Butcher & Barlow advised Brand Vista’s existing shareholders on the sale of the business and the company’s absorption into the Definition Group’s insideout communications™ delivery model.
Brand Vista – rated by Financial Times as one of the UK’s leading management consultancies in 2022 – specialises in brand strategy and the alignment of customer colleague experiences. With a portfolio of clients in the international leisure and hospitality, retail, built environment, charity and B2B sectors, clients include David Lloyd, Iceland and Yorkshire Cancer Trust.
The Shareholders of Brand Vista appointed Butcher & Barlow to review the proposed terms and conditions of the sale, facilitate the main negotiations of the share purchase agreement, and help the client to complete before a fixed deadline.
The transaction was complex for a number of reasons but mainly due to the number of shareholders involved in the sale. Although they were all ultimately striving for the same goal, there were several different interests as the shareholders were also accepting positions of employment within the new company, building long-term relationships and trust was key. Butcher & Barlow were responsible for reviewing employment contracts and protecting their rights as shareholders within their new roles.
As a creative agency, Brand Vista was used to looking at ‘the bigger picture’, and Butcher & Barlow, the specific legal details. These differences in approach required collaboration and careful consideration in ensuring that the clients’ needs were met whilst adhering to the structured, formal process of the law.
The sale was also not a straightforward cash deal and included the development of a long-term relationship with the buying company. In addition to a cash payment, our clients were also taking shares in the buying company with the idea that as the company grew, so would their share values. This meant that negotiations needed to satisfy both sides, and therefore protect any long-term relationships between the clients and the buying company.
Brand Vista CEO, Andrew Stothert, said: “Butcher & Barlow, and Jonathan Aldersley in particular, were absolutely brilliant and completely exceeded our expectations. Not only did they understand the legal process, they looked at the acquisition from our perspective and understood the internal pressures involved.
“We were delighted with the support we received and as a result of the successful completion, are excited for the potential that lies ahead.”
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