Knowledge Hub | Cases and deals

31 October 2014

Exit planning: M&C Saatchi Mobile is sold on B P Collins’ advice

B P Collins LLP helping M&C Saatchi Mobile’s owners to prepare for growth and make a smooth exit

M&C Saatchi Mobile is a leading full-service mobile marketing agency with offices worldwide. Initially founded in 2006 as Inside Mobile by James Hilton, Global CEO the agency quickly became recognised as the first true mobile marketing agency that was technology / device agnostic and marketing centric. Today, it is widely acknowledged as being at the forefront of mobile marketing.

In 2009, when the owners of Inside Mobile chose to sell a stake in the business to M&C Saatchi (UK) Ltd, they quickly identified the need to engage with a strong legal partner – after all few businesses start up a new business with a clear exit plan. Instead, they focus on the more obvious immediate issues such as funding and product development, customer service, employees and premises.

To help maximise the value of the business, the owners of Inside Mobile partnered with Thames-Valley based, B P Collins LLP to help achieve a smooth exit.

James Hilton, Global CEO, M&C Saatchi Mobile said: “Before choosing B P Collins LLP, we went out to four major firms after doing some research and following recommendations. However the level of detail, understanding and tenacity of B P Collins shone through. In our first hour meeting, corporate partner, David Smellie, unravelled so many considerations for us, demonstrated his experience in every element of the sale and informed us of the pitfalls that we might face.”

“Crucially however, he gave us the confidence in what we needed to fight for and what to concede on – there was no contest between B P Collins and the other law firms.”

After impressing the owners of Inside Mobile with their knowledge and ability to undertake the work, B P Collins were instructed with the sale of 60% of their shares to M&C Saatchi (UK) Ltd. This involved a share purchase agreement and also a shareholder’s agreement, as well as a number of complicated articles including rights to sell the remaining 40% of shares in Inside Mobile in the future.

B P Collins and the sellers and their other professional advisers were able to work as a team to achieve a successful sale with additional protection and the successful rebranding of the joint organisation to M&C Saatchi Mobile. In 2012, B P Collins also advised M&C Saatchi on the buy back of shares from one of the owners, Dusan Hamlin.

Hilton continues, “When we first engaged with B P Collins, it was about creating a partnership that would continue for years and to ensure that the contract was right for us to work within; not just from a legal point of view but practically too. We had the formula for a great partnership. The business has grown exponentially since then and the exit of the shares has been like clockwork. We had previously used a retained in-house lawyer to give legal advice, however now B P Collins does all of that for us.”

“One thing that really struck us about B P Collins is their forward thinking – the team was already thinking ahead to issues in the final stages of our business, whilst we were still trying to get our heads around day one. We’re really thankful now that they raised these points at the time, as we now realise how important they were. Furthermore M&C Saatchi has been very complimentary and nothing has been disputed. The contract is very black and white.”

For any business looking for a buyer, it is vital to ensure any refinancing activity, share buy back or forays into international or new markets have been correctly managed and completed. Potential buyers will undertake rigorous due diligence prior to acquisition and problems will not only delay the sale but could result in a drop in price or, in the worst case, a lost sale.

Hilton concludes: “I’ve always felt that B P Collins shared our passion and most importantly - they care. If we ever have any problems, I tell whoever is involved to call the lawyers and to not hold back – tell them exactly what’s happened.

“David in particular knows the ins and outs and intricacies of our contract off the top of his head. He knows it, he refers to it and gives me really solid advice. Everyone else that we’ve dealt with at B P Collins has had the same ethos too.

“The team charges a fair price for the work they do. I regularly converse with David in particular and he has helped me get to the position I’m at now. In the future, if there is anything either in my work life or private life, they will always be my first port of call.”

David Smellie

David Smellie

Tel: 01753 279034 | 07922 653954

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