TLT advises on the £90m sale of long-standing client's business

Roper Rhodes, a leading independent supplier of bathroom products and a long-standing client of TLT, was looking for a suitable buyer for their South West rooted business.

With the desire to remain firmly situated in the UK whilst positively influencing the local community, Roper Rhodes needed a buyer that would maximise shareholder value and enable continued growth. TLT’s corporate team advised Roper Rhodes on its £90m sale to Svedbergs Group, a market leader in the Nordic region.

This deal demonstrates the strength and quality of the Roper Rhodes business, having attracted a global leader in this field to accelerate its growth plans. The board of Roper Rhodes believe that they could not have handpicked a better custodian of their brand than Svedbergs Group to grow the business and create new opportunities in European markets.

Strategic partnerships

Roper Rhodes is one of the UK’s leading suppliers of bathroom furniture and bathroom products, with over 40 years’ experience in designing and developing bathrooms from its headquarters in Bath. Svedbergs Group operate exclusively in the bathroom sector across the Nordic region. There is, therefore, a great strategic fit and multiple synergies for both businesses.

The deal allowed the Roper Rhodes business, which has been in family ownership for over 40 years, to develop, with the existing management team remaining in place ensuring the continued commitment to its employees and the local community.

A key aspect of this deal was to ensure that for employees there was likely to be little change in the day-to-day running of the business which will continue to operate from its bases in Bath and Bristol. It was extremely important for the sellers to ensure the business was sold to a buyer that was committed to keeping the business and extended culture in the region.

Complex incentive arrangements

Both in preparation for the sale and as part of the transaction, TLT advised on the company’s complex share structure, including delivering a complicated employee benefit trust (EBT) which entitled employees with more than 12 months service at deal completion (over 150 employees ultimately qualified at the completion date) to receive a significant proportion of the sale proceeds. This reflected their hard work and commitment in growing the business. Part of the deal pressure arose from needing to ensure that completion took place before the EBT expired, having been put in place almost 20 years ago.

The selling shareholders also included a charitable trust that supports local causes and received a significant proportion of the sale proceeds. The charitable trust will invest its proceeds in local causes, ensuring that the community can continue to thrive alongside the growth plans of Roper Rhodes.

Use of innovative technology

By utilising innovative technology developed in-house by TLT’s FutureLaw team, the firm was able to ensure that the sale and purchase of all shares, including those held by over 150 employee beneficiaries of the EBT and by the charitable trust, were completed simultaneously and in an extremely tight timescale.

The technology, from a TLT developed platform, automated the drafting for the documents required for all employee beneficiaries of the EBT, distributed them for signing electronically, automatically tracked the signing process and allowed electronic review of the signed documents for any execution deficiencies.

The use of the technology ensured all employee beneficiaries of the EBT were signed-up within three working days of the deal being communicated to them and the documents circulated for their signature. This was essential to comply with the necessary confidentiality terms that surrounded the deal and to meet the ambitious completion date, which was particularly important given the uncertain trading environment.

Paul Roper of Roper Rhodes, said:

“We’re really grateful to TLT for supporting us with this transaction and for working successfully alongside our financial advisers at Deloitte LLP on the process to realise value for our business. The team were incredibly professional and always responsive, and we were grateful for their experienced and clear, calm advice throughout a long process.

“This is an exciting step on our journey to grow and develop the business internationally and we believe we’ve found a great partner in Sverdbergs; a company where innovation, vision and craftmanship has taken the company from its beginnings in 1920 to market leader in the Nordic region.”

For more advice from our corporate team on mergers and acquisitions please get in touch.