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November 2005
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February 2006

Bourn Bioscience Buyout

Another completed transaction.  PEM Corporate Finance were lead adviser to the Management Buyout of Bourn Hall from Serono.   Bourn Bioscience as it is now called trades as ‘Bourn Hall Clinic’, the world’s first in-vitro fertilisation clinic, and as ‘LCG Bioscience’, offering clinical research and development services to the biotechnology and pharmaceutical industry.

Management_buyout_team_sm  Apart from the high profile of the business the deal was noteworthy for the speed with which we had to put it together.  Only around six weeks elapsed from signing heads to completion, with completion just before christmas.  Much more detail on our website.  Thanks to many but especially Tom Pickthorn and his cast of thousands at Mills & Reeve,  and to Nick Baker at Barclays.

Photo Caption (left to right): Mike Macnamee - Chief Executive Director, Bourn Hall Ltd. Tom Pickthorn - Partner in Finance Corporate Team, Mills & Reeve. Nicola Graver - Human Resources Director, Bourn Hall Ltd. Neil Burton - Senior Solicitor, Mills & Reeve. Lake Falconer - Partner at PEM Corporate Finance LLP. Dawn Wilkerson - IT and Core Services Director, Bourn Hall Ltd. Lisa Gibbons - Clinical Research Director, Bourn Hall Ltd and Simon Barton - Finance Director, Bourn Hall Ltd.

Own Goal

I once advised on the Management Buyout of a large distribution business.  During a conversation about funding the MD explained that - although I was concerned about the amount of cash tied up in stock - it was worse to be out of stock and miss a sale than to be over stocked.  Accordingly we had to ensure that the buyout funding included enough cash to allow the business to trade appropriately and take opportunities for profit when they arose.

Last month I was reminded of this when I was unable to buy something.  I attended the Pantomime on my son's birthday at a local theatre.. The theatre will remain nameless, but it was founded by an economist in the first half of the 20th Century.  This was on 29th December, a full house.....and they had sold out of programmes!  I had instead to read the theatre's program for the next season, which opened with a triumphant piece by its Chief Executive about how commercially successful the theatre had become!  Just bring a newspaper next time if you want something to read at the interval.

The role of the lawyer in a Management Buyout

In a typical Management Buyout the Corporate Finance adviser gets involved well before any deal happens, and often prospectively when no deal ever happens.  This is typically with a fee at risk - i.e. no deal no fee.  In contrast the lawyers get involved towards the end and with much less risk.  However they do do huge amounts of work at this stage - especially if its a complex deal that must be done speedily. 

I completed such a transaction before Christmas - PR to follow - and thought this photo of the Completion_mtg completion meeting illustrates well the volume of work the corporate lawyers do.  They are shy retiring folk and I promised not to mention them by name in this blog - but they know who they are!  This MBO was complicated and the completion agenda had approx 90 documents to be executed in the right order.  They're shown lined up in three rows on a long table in a London lawyers office.