Walker Morris acted for Servelec Group PLC in its acquisition of Corelogic Limited for a total consideration of £23.5 million which was announced on the London Stock Exchange on 15 December 2014
Corelogic is a high-growth, UK market-leading provider of next generation adult and children's social care case management software, together with associated financial management modules.
Servelec will acquire the entire issued share capital of Corelogic and said the deal will move it closer to a fully integrated health and social care system as it positions itself for the government's Converged Care for patients' agenda.
The Walker Morris team comprised Paul Emmett and Thomas Mieszkowski (corporate), Jeremy Moore and Harry Loffman (real estate) and David Blumenthal and Sarah Bruce (tax).
Paul Emmett, who led the Walker Morris team said:
“This deal was the first acquisition for Servelec following its successful flotation on the Main Market in London at the end of 2013 and continues Walker Morris’ long association with the company and reinforces our experience in the technology sector."
Alan Stubbs, chief executive of Servelec Group, said:
"This acquisition provides us with opportunities to add good incremental value to the overall business and positions Servelec well to meet the government's objective for 'Converged Care' by packaging Mosaic and Corius alongside Servelec's existing product portfolio.
"This purchase fits perfectly with our strategy of acquiring IP, market share and expanding into adjacent business sectors."
Corelogic, which has 75,000 end users and 58 customers worldwide, is primarily based in London with offices in Edinburgh.
Walker Morris previously advised Servelec on its flotation on the Main Market in London last year for which Servelec was awarded the Public Market Deal of the Year at the Insider Dealmakers Awards last month.
Walker Morris advises Augean on successful litigation
Walker Morris has advised Augean plc on its High Court success against the previous owners of HiTech Limited, a business that Augean acquired in 2008.
Augean had lodged a claim against the previous owners ("the Defendants"), in the Commercial Court of the Queen's Bench Division, based on alleged breach of warranties contained in the sale and purchase agreement for the HiTech transaction.
The Defendants lodged a counterclaim relating to non-payment of a potential earn-out of up to £0.7million following the transfer of the business.
Judgment followed a trial which lasted almost three weeks at the High Court in London. The previous owners have been ordered by the court to pay Augean in the region of £840,000, along with substantial interest and a proportion of its legal costs, to be assessed if not agreed. Augean also obtained an additional sum of damages due to the Defendants' failure to accept a Part 36 Offer made by Augean to resolve the litigation at an early stage. The counterclaim was dismissed in its entirety.
Augean was advised on the purchase of HiTech limited by John Hamer, Head of Corporate and on the litigation by Lynsey Oakdene, Director in the Commercial Dispute Resolution Team.
Commenting on the judgment John Hamer said:
"Corporate deals rarely end in litigation because we seek to ensure that issues are identified before the deal is done. However, this case demonstrates why warranties are a crucial element of corporate acquisitions."
Lynsey Oakdene commented
"Whilst court litigation is always the last resort, it is important for companies to take action against such breaches when required and where the sellers dispute that a reduction in price is appropriate. The Judgment shows that a strong suite of warranties and appropriate responses by the purchaser of a business are effective to adjust the value of a company to address undisclosed issues."
Walker Morris has reinforced its expertise in the specialist care sector by advising on the sale of Woodleigh Community Care ("Woodleigh") to Care Aspirations Developments Limited, a wholly owned subsidiary of Cambian Group plc. It is Walker Morris' third deal in the specialist care sector in six months.
Cambian Group plc is one of the UK's largest specialist behavioural health service providers. The acquisition of Woodleigh is a significant opportunity for Cambian and is aligned to its strategy of both increasing specialist capability and capacity, and expanding into geographies where it is under-represented.
Woodleigh operates 152 beds, across 13 residential homes and supported living units and one hospital in the Yorkshire and Humber region. The business provides a full pathway for specialist, community-based, care for adults with complex needs, challenging behaviours and learning disabilities. The care and approach of Woodleigh is well aligned to the government’s Transforming Care agenda and provides Cambian with a platform to replicate these services and approach in additional sites in neighbouring regions.
The Walker Morris team included John Hamer (Head of Corporate), Oliver Duke and Andana Streng (both Corporate), Cameron Rigby (Real Estate) and Sarah Bruce (Tax). John Hamer said:
"The specialist care sector is undergoing significant change at a time when Local Authority budgets are under huge pressure and demand for specialist care services is increasing. The Sector remains highly fragmented and we expect to see further M&A activity involving consolidatiors and Private Equity."
Corporate finance advice to the sellers was provided by a team from KPMG comprising: Christian Mayo, Andrew Nicholson, Giles Taylor and Dan Smith.
Walker Morris has reaffirmed its commitment to the region by investing in a radical redesign of its office on King Street, Leeds.
The refurbishment, which is the largest in the city for the last five years, was undertaken by leading office fit out specialists Bluu and has seen a transformation of all areas of the firm's Kings Court premises including major renovation works to the ground floor reception areas and conference suites.
The design was the vision of Harrogate-based creative design consultancy SoVibrant, who specialise in designing projects which create impact. Fox Lloyd Jones acted as Project Manager on the scheme.
Ian Gilbert, Managing Partner at Walker Morris explains:
"Having a single-site strategy from which we service our national and international clients is increasingly winning favour with our clients because of the close teamwork it engenders which allows us to offer the highest calibre advice from our specialist teams at best value. This strategy demands that we support our people and our clients with offices which not only support the collaborative way in which we work but are also reflect our status and brand as a leading law firm.
The refurbishment, which is part of a multi-million pound investment in our offices and IT systems, reflects our desire to provide an environment and support infrastructure which allow us to provide excellent client service and which is flexible enough to meet our needs today and in the long-term. The investment illustrates our confidence in the future for both Walker Morris and for the region."
Darren Newlove-Hill, Group Development Director from Bluu explains:
"Bluu are very proud to have worked side by side with Walker Morris and their professional team to deliver this magnificent space. The modern, flexible design reflects their position as a leading law firm."
Image- John Hamer and Debbie Jackson accept the award from Peter Heckingbottom, Pearson Jones.
Walker Morris wins at dealmakers award for second consecutive year
The Corporate Team at Walker Morris has won the coveted 'Law Firm of the Year' Award at the eagerly anticipated Insider Dealmakers Awards.
The awards recognise the leading figures in the Yorkshire deal making community and were presented by Insider's editor Adam Lovell, in front of an audience of over 600 at New Dock Hall.
The Team has been involved in a number of deals throughout the year including advising Servelec Group plc on its £120 million IPO on the Main Market of the London Stock Exchange which was also awarded the Dealmakers 'Public Market Deal of the Year' at last night's awards. This was the largest software company IPO for a decade and one of the few IPOs on the Main Market to be handled outside London.
The Team was also recognised for advising InTechnology Plc on the sale of its subsidiary InTechnlogy Managed Services Limited to Redcentric for £65 million, and Endless LLP on the sale of bathstore as part of a management buyout.
Head of Corporate John Hamer said:
"We are delighted to have won this award which is recognition for the effort and commitment of all the Team. I'd like to take the opportunity to thank all the Team for their hard work and client dedication during a busy year. Not only have we been able to act on some of the region's largest M&A deals but our Equity Capital Markets expertise continues to attract this specialist work."
John Hamer was the recipient of both the 'Corporate Lawyer of the Year Award' and also 'Dealmaker of the Year Award' at last year's Yorkshire Business Insider's Dealmaker Awards. And earlier this year corporate partner Debbie Jackson was listed in The Lawyer's 'Hot 100' recognising her as one of the top 100 UK lawyers across all disciplines.