Our client was a business looking to acquire a care home business in Shropshire along with the property it was based in.
The client was looking to purchase 100% of the issued shares of the private limited company (Ltd) that operated the care home business, as well as the building that housed it. Although the client had done their research, they needed specialist legal support to undertake the more detailed due diligence – on both the business itself and the property – for such a complex transaction.
The seller was reluctant to provide much in the way of protection for our buyer, making negotiations more complicated than they might have been.
As a “going concern” (i.e. a business that’s already operating), the care home had staff with employment contracts to consider.
A multi-faceted transaction such as this requires strong project management skills, on top of a broad range of legal expertise. Our Healthcare team needed to conduct the due diligence on the property and the business to ensure Care Quality Commission (CQC) and planning regulations were followed. We also had to negotiate a share purchase agreement and the property transfer documentation.
The team worked alongside the specialist lender to ensure they’d complete the loan our client needed to finance the deal. Additionally, we gave further advice on employment law for the existing staff.
Our client achieved their goal of acquiring both the business and the building, with the comfort of knowing we’d undertaken a thorough due diligence review.
We negotiated a much fairer and balanced agreement, protecting our client, and the lender was able to complete on the finance to ensure the purchases could take place.
The buyer was then able to take the next steps to manage their new employee’s contracts, helping to ensure as much continuity as possible for the new owner, their staff and the residents of the home.