BTQ – a firm with a 200-year history and 200 employees across four locations – was looking for a buyer.

The deal comprised a number of businesses, including Bristol Uniforms Ltd (UK), one of the world’s leading emergency services protective clothing brands, Bell Apparel, a leading line of technical workwear and Quaker Safety Products (USA), a specialist manufacturer of structural and proximity firefighting gear.

With a number of brands under its ownership, there was interest from a large number of competing bidders. BTQ also had a large and diverse shareholder base spread across various countries, having been in family as well as management ownership for many years.

Cross-border ownership and investment makes for a complex transaction

Once the $60 million acquisition was agreed – with US-based MSA Safety – we also had to navigate a complex regulatory environment. This was because public sector contracts and safety products were coming under overseas ownership, which meant the deal had to consider nuances of English law and differences between the US and UK legal regulatory landscape.

Using innovative tech to manage high levels of interest

Given the amount of interest from buyers, we had to run a number of processes in tandem. To streamline these processes while giving us complete oversight, we tapped into solutions developed by our FutureLaw team: 

  • Kira for the initial review of all documents in a data room and real-time updates on the due diligence process progress
  • TLT LegalSifter’s artificial intelligence contract review tools
  • Document automation software Clarilis 

Using these solutions also enabled us to engage with multiple bidders to maximise the competitive tension and ultimately enhance shareholder returns.

Managing an overseas acquisition

The US buyer, although experienced in completing acquisitions overseas, had limited knowledge of the UK business. As the deal involved the regulatory challenges of public sector contracts, we faced a lot of US-centric demands. Using our knowledge of their business, we negotiated our client’s position to protect the ongoing business with as little friction as possible as well as protecting shareholder value.

The deal also required the demerger of the target’s US operations pre-completion. Not only did we have to ensure that the demerger could be completed simultaneously with the UK sale, we also had to understand its financial impact. So, we drew on the expertise of legal, tax and finance advisers in the US to ensure the buyer was comfortable with the tax implications of the demerger without impacting the sale terms. 

MSA Safety’s acquisition of BTQ is an example of the foreign investment we’re seeing in the UK post-Brexit and of the value and reputation British brands and highly specialised industries continue to hold on the global stage.

The acquisition means BTQ will benefit significantly from MSA’s pool of resources, global positioning and innovative fire service PPE products. It will help BTQ to become even more successful outside the UK while maintaining its position as one of the world’s leading PPE manufacturers for the emergency services. 

Date published

10 February 2022

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