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Corporate Finance

Business Purchase And Sale

Is your client considering selling or purchasing a business?

As the economy improves, we are seeing an uplift in business sale and purchase activity.

Deciding to sell a business is a significant life-decision and possibly the most substantial transaction ever undertaken by the vendor. Therefore, it is essential that they get the best possible advice to ensure they get a fair market price, rewarding the hard work and risks they undertook building the business. Many vendors will also be concerned about the future of the operation post-sale, and particularly the welfare of staff and customers. In addition, they will want to realise the proceeds in the most tax efficient manner possible.

Equally, the purchaser will want to structure the deal in the most tax efficient way to suit their needs and agenda. Moreover, the well-informed buyer will look for a due diligence review to gain clarity on exactly what they are buying and any potential liabilities or issues that come with the business so that they, likewise, can establish a reasonable price.

Through extensive experience of business sales and purchases, we help ensure the best outcome for your client in terms of price, tax liabilities and other concerns

To discuss engaging OmniPro to advise on any aspects of purchasing or selling a business, email us or call us today on 053-9100000. We look forward to working with your practice.

How We Can Help

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OmniPro’s specialist team has significant experience in advising on both the purchase and sale of businesses to help ensure the best possible outcome for the client in terms of price, tax liabilities and other concerns.

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Every transaction is different, and, depending on what the seller/purchaser wants to achieve and how far along they are in the process before engaging our advice, the ways we can help include: advising the seller, advising the purchaser and management buy-outs.

Advising the seller

  • Holding discussions with the seller(s) to establish their wants, needs and preferred purchasers
  • Advising on the most tax-efficient way to structure the deal and any reliefs available (for example, entrepreneurial and retirement reliefs, where the vendor is an individual, or participation relief where the vendor is a body corporate) and advising on the net of tax proceeds
  • Assessing and advising on any pre-sale planning that may be required to make the company/business saleable
  • Providing an indication of the likely value of the business
  • Contacting potential purchasers, and drafting and obtaining confidentiality agreements
  • Drafting the disclosure letter
  • Advising on tax warranties and indemnities
  • Advising on, drafting and issuing the Memorandum of Information
  • Advising on, drafting and issuing the heads of agreement/letter of intent

Advising the purchaser

  • Advising on the most tax efficient structure available to purchase the business and on the mitigation of stamp duty
  • Advising on the implications of using various sources of funding and assessing which is best suited
  • Carrying out due diligence
  • Advising on tax warranties and indemnities
  • Providing advice on clauses to include or exclude in the share purchase agreement
  • Advising on any company law requirements/prohibitions as applicable

Management Buy-Outs

  • Because of the existing relationship between the buyer and seller, in management buyouts the process may be more straightforward and/or some of the above steps may be omitted.

To discuss engaging OmniPro to advise on any aspects of purchasing or selling a business, email us or call us today on 053-9100000. We look forward to working with your practice.