On 31st August, the 26-year-old specialist advisory firm broke its own records with 3 deals completing on that day.
First up at 5pm was the multi-million pound sale of Complete Care Networks (“CCN”) to NRS Healthcare. CCN, based in Lancashire is an on-line retailer of disability equipment and mobility aids for adults and children which help users to be self-sufficient in the home. Its products are sold through leading online channels such as Amazon and eBay and direct to consumers through its own website, in addition to being an official supplier to the NHS.
NRS is a market-leading outsourced provider of specialist community healthcare equipment and services to the NHS and local authorities. In 2013 the business was the subject a management buy-out backed by LDC who subsequently exited the business in 2014, retaining a minority stake, when further funding was secured from H2 Equity Partners.
Gambit advised the shareholders of CCN, which included a corporate shareholder and members of the ongoing management team, in negotiating, structuring and project managing the entire transaction process. The terms of the transaction were not disclosed but included a multi-million pound payment at completion together with an earn-out based on the future trading performance of the CCN business.
The Gambit team was Partner, Frank Holmes and Director, Simon Marsden.
Simon Marsden, Director commented, “We are delighted to have acted for the shareholders of CCN in negotiating and structuring this transaction. CCN has achieved significant growth in a competitive market and in NRS has secured a highly complementary partner with the financial backing to take the business through the next stage in its growth. This transaction further highlights Gambit’s strong track record in securing private equity investment and partners for its clients throughout the UK.”
Next up at 7pm was the sale of Cool-Therm, a specialist in the design, supply, installation and servicing of air conditioning systems and chillers, operating across the UK and internationally. Gambit advised the shareholders of Cool-Therm on the sale to Carver Group, originating and structuring the transaction. Carver Group is a family owned business with more than 240 years heritage managing a portfolio of international heating, ventilation and air conditioning (“HVAC”) brands.
The deal represents a step in Carver’s ambitious plans to continue to grow and invest in businesses in the HVAC sector in Europe and North America and will form a key part of Carver’s new five-year plan for expansion. Cool-Therm will remain a separate organisation and will continue to grow and operate independently.
The Gambit team consisted of Partner, Geraint Rowe and Associate Director, Tim Brotherton. Tim Brotherton commented “We are delighted to have advised the shareholders on the successful sale of Cool-Therm. Cool-Therm has achieved significant growth in recent years under their guidance and has built a reputation for high quality service to its customers. Carver Group is an excellent fit for Cool-Therm, and with the majority of the Cool-Therm directors continuing with the business the deal will provide Cool-Therm with the platform to continue its recent success.”
The day ended at 9:30pm with the £21m sale of Ultrapharm Limited to AIM-listed Finsbury Food Group Plc. Established in 1993, Ultrapharm employs more than 240 staff across manufacturing sites in the UK and Poland. As a specialist ‘Free From’ bakery, the business has an extensive product range including bread, buns & rolls and other morning goods.
The acquisition of Ultrapharm supports Finsbury’s ongoing strategy to further diversify its product capability into high growth areas.
Gambit advised the shareholders of Ultrapharm, negotiating and structuring the transaction for which the total consideration payable is split with £17 million payable in cash at completion, up to £3 million payable in annual instalments to the period to 30 June 2021 and a final incentive payment subject to performance criteria over the period to 30 June 2021 estimated at approximately £1.0 million. Implied EBITDA and revenue multiples of 13.1x and 1.1x respectively for the year ending December 2017.
Gambit Partner, Frank Holmes, Associate Director, Tim Brotherton and Executive, Sam Forman led the team.
Sam Forman added “It is fantastic to see and have played a part in the combination of two leading Welsh food and beverage manufacturers. Ultrapharm has benefited from the fast growth being experienced in the ‘free from’ market with its extensive technical ability and strong relationships across a high quality and diverse customer base. Finsbury will look to capitalise on the robust market position both in the UK and Europe which the Lewis family has established over the past 15 years with the added opportunity to build upon both businesses existing blue chip retail relationships.”
Summarising up, Frank Holmes said “Clearly the focus of a month end was in play but coordinating three completions with a cumulative value approaching £50 million is no mean feat. The Gambit team managed to deliver a timely and lucrative result for their happy clients on a memorable day for all”.
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