The clients were directors of a company that provided specialist services to industrial and mining clients. The company had secured continuing service contracts and arrangements with a number of key customers and had developed an excellent reputation after only three (3) years of trading.
The directors had been approached by a business broker on behalf of a large company that was looking to expand its business.
After lengthy discussions a price for the sale of the business and earnouts were agreed in principle and a non-binding Heads of Agreement signed.
The clients engaged Roberts Legal to advise and act in relation to the sale of the business and ongoing legal due diligence being undertaken by the Purchaser. Roberts Legal advised in relation to the purchaser’s due diligence and negotiated and drafted terms of a Business Sale Agreement.
The sale was conditional upon securing the assignment of continuing service contracts with key customers and transferring NSW Environmental Protection Licences to the purchaser. Roberts Legal provided advice to the clients and assisted them to successfully secure the necessary assignments.
The Business Sale Agreement also included an important carve out of the restraint of trade that would permit a director of the vendor and one of the vendor’s transferring employees to continue to operate another smaller business whilst also working for the purchaser post completion under a fixed term employment contract.
The sale was completed without incident and settlement effected as scheduled.