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Meet the Heroes Behind the Deals in the Latest Edition of The Mark

We have just released our latest edition of The Mark, a place where we share insights in the M&A industry and featured opportunities. 

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As we look back on activity in 2018, there have been upward trends in certain sectors for M&A activity, which have included healthcare and technology, which have, in turn, attracted interest from private equity firms. 

This issue also discusses the many decisions that arise for a seller in the M&A process, from the type of buyer to choose to when the optimum time is to sell, as well as the pitfalls that can occur in the M&A process and how these can be tackled or prevented. 

We hope you find this edition of The Mark insightful and informative, one day assisting you with decisions when selling your business, along with our friendly and helpful team at Benchmark International, who are here to help wherever you are in the world. 

Some Articles Included:

  • Looking to Buy a Business?  4
  • Top Mistakes to Avoid When Selling  6
  • The Winning Hit 10
  • When is the Right Time to Retire?  12
  • Five Ways to Value Your Business  16
  • If Business Valuation Was a Science  18
  • Why have interest rates been so low for so long?
          Why are they rising now? Why should you care?  22
  • Featured Opportunities  26
  • Meet the Heroes Behind the Deals  34
  • Preparing Your Business for Sale  36
  • How to Avoid Leaving Money on the Table When Selling Your Business 40
  • Why Now is the Time to Sell Your Company  50
  • Strategic vs Financial Buyers  58

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If Business Valuation Was A Science…

Determining the value of your business is not as simple as looking at the numbers, applying tried and tested formulas, and concluding. Were it that straightforward all business valuations would be virtually identical. The fact that they are not is sure proof that valuation is not a science, it can only be an art.

If Mergers and Acquisitions (M&A) was as straightforward as calculating the theoretical value of a business, based on historical performance and using that to determine market value I would need something more constructive to do with my time.

Valuation is not as primitive as we have been led to believe. Whilst transaction values are commonly represented as a multiple of earnings this is merely the accepted vernacular used to report on a concluded transaction and almost never the methodology used to arrive at the value being reported.

The worth of a business is often determined by the category of buyer engaged. Financial buyers can add significant value to a business in the right stage of its life cycle but may not assume complete ownership, thereby delivering value for the seller simultaneously with their own. The right strategic acquirer for any business would be one that can unlock a better future for the business, and is willing to recognize, and compensate, a seller for the true value the entity represents to them.

Comparing the experience of so many clients, over so many years, and avidly following the outcomes of all the transactions published in South Africa there is little dispute that businesses are an asset class, like any other, and that the best value of all asset classes are only ever realized through competitive processes irrespective of whether the acquirer has financial or strategic motives.  

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1.  The itch of business valuation

Simplistically, for the right acquirer - one seeking an outcome that extends past a short-term return on their initial investment - valuation is more a function of the buyer's next best alternative, than it is a businesses’ historic performance.

It would be naïve to think that the myriad of accepted valuation methodologies have no place in the process but identifying, engaging and recognising the benefits of the acquisition for a variety of strategically motivated buyers is essential in determining value in this context.

Considering a variety of appropriate valuation metrics, the parameters applied and then being able to balance these against the alternative investment required to achieve a similar outcome is where the key determinant of value lies. This is a complex process that unlocks the correct value for buyer and seller alike and it is a result that is rarely achieved without engaging with a wide variety of different acquirers and being prepared to "kiss a few frogs"

The most valuable assets on the planet are only ever sold through competitive processes where buyers have the benefit of understanding and determining value in the context of their own motives, having considered their available alternatives. It is for this reason that when marketing a business, it should never be done with a price attached. 

2.  An aggressive multiple

Whilst conventional wisdom is firm on industry average multiples, case studies abound, and the business community is regularly astounded by stated multiples achieved when companies change hands.

Beneath the glamour, the reality is that multiples are rarely used as a determinant of value, but almost without exclusion applied to understand it. Multiples represent little more than a simplistic metric that reflects an understanding of how many years a business would need to reliably deliver historic earnings in order for the acquirer to recoup their investment.

In the same way as a net asset value (NAV) valuation would unfairly discriminate against service businesses, multiples discriminate against asset rich companies. For strategic acquirers, with motives beyond an internal rate of return - measured against historic earnings - valuation is sophisticated.  It relies on an assessment of whether the business represents the correct vehicle to achieve the strategic objectives, modelling the future returns and assessing risk. Valuation in these circumstances will naturally consider it, but places little reliance on the past performance of a business constrained by capital or the conservatism of a private owner to formulate the future value of such investment. 

Whilst there are Instances where the product of such an exercise matches commonly accepted multiples, there are equally as many valuations that, on the face of it, represent unfathomable results. 

3.  A better tomorrow for the buyer

It would be irresponsible to advocate that that return on investment is not a consideration when determining value - corporate companies and private equity firms typically all have investment committees, boards and shareholders that assess the financial impact of any transaction. It is rare that such decisions are ever vested with a single individual, or that the valuation is derived from their personal desire to own a company or brand.

The art of valuation requires a reliable determination of the synergies between buyer and seller and an accurate assessment of the risks and benefits of the investment. Risk and reward are inherently related and skilled negotiation is required to find solutions that mitigate, or de-risk a transaction for buyer and seller alike, in order to underpin the value
of a transaction.

Financial buyers can be very good acquirers, especially in circumstances where they are co-investing alongside existing owners, staff or management to provide growth funding. When seeking a strategic partner for a business the acquirer should always be unable to unlock value beyond the equivalent of a few years of historical earnings. It is for this reason that the disparity between valuations by trade and financial buyers exists, and why determining the appropriate form of acquirer for any business is a function of the objectives of the seller.

4.  Passing-on the baton, or living the legacy

The motives for a sale can be varied and extend from retirement to funding and growth, from ill-health to a desire to focus on the technical (as opposed to management and administration) aspects, of the business.

Value for buyers and sellers comes in many different forms. For sellers it is their ultimate objective that determines whether they have achieved value in a transaction. For sellers it may be as simple as the price achieved or it could extend to value beyond the balance sheet as diverse as leveraging the acquirer’s BEE credentials, unconstrained access to growth capital or even to secure a future for loyal staff.

For both local and international buyers alike, the intangibles may be as straightforward as speed to market in a new geography who would otherwise not readily secure vendor numbers with the existing customers of the target business. An acquisition may be motivated by access to complimentary technology, skills or distribution agencies to diversify their own offering. Whatever the motives, an assessment of the future of the staff will always be an important aspect to both parties.

There are few, if any businesses, that are anything without the loyal, skilled and hardworking people that deliver for the clients of a business. The quality of resources, succession and staff retention are all factors that weigh on a decision to transact. Navigating the impact of a transaction on staff is a factor that cannot be ignored and the timing of such announcements can be meaningful.

Author:
Andre Bresler
Managing Director
Benchmark International

T: +44 (0) 1865 410 050
E: Bresler@benchmarkcorporate.com

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Five Ways to Value Your Business

The first question you will probably want to ask when thinking about selling your business is – what is it actually worth? This is understandable, as you do not want to make such a big decision as to sell your business without knowing how much it could command in the market.

Below are five different ways a business can be valued, along with which type of companies suit which type of valuation.

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Multiple of Profits

A common way for a business to be valued is multiple of profits, although this typically suits businesses that have an established track record of profits.

To determine the value, you will need to look at the business’ EBITDA, which is the company’s net income plus interest, tax, depreciation and amortisation. This then needs to be adjusted to ‘add-back’ any expenses that may have been incurred by the current owner which are unlikely to be incurred by a new owner. These could be either linked to a certain event (e.g. legal fees for a one-off legal dispute), a one-off company cost (e.g. bad debts, currency exchange losses), are at the discretion of the current owner (e.g. employee perks such as bonuses), or wages/costs to the owner or a family member that would be more than the typical going rate.

Once the adjusted EBITDA has been calculated this figure needs to be multiplied; this is typically between three and five times; however, this can vary – for example, a larger company with a strong reputation can attract towards an eight times multiple.

This provides an Enterprise Value, with the final ‘Transaction Value’ adjusted for any surplus items, such as free cash, properties and personal assets.

Asset Valuation

Asset valuation is suitable way to value a business that is stable and established with a lot of tangible assets – e.g. property, stock, machinery and equipment.

To work out the value of a business based on an asset valuation the net book value (NBV) of the company needs to be worked out. The NBV then needs to be refined to take into account economic factors, for example, property or fixed assets which fluctuate in value; debts that are unlikely to be paid off; or old stock that needs to be sold at a discount.

Asset valuations are usually supplemented by an amount for goodwill, which is a negotiable amount to reflect any benefits the acquirer is gaining that are not on the balance sheet (for example, customer relationships).

Entry Valuation

This way of evaluating the value of a company simply involves taking into account how much it would take to establish a similar business.

All costs have to be taken into account from what it has taken to start-up the company, to recruitment and training, developing products and services, and establishing a client base. The cost of tangible assets will also have to be taken into account.

This method for valuing a business is more useful for an acquirer, rather than a seller, as through an entry valuation they can choose whether it is worth purchasing the business, or whether it is more lucrative to invest in establishing their own operations.

Discounted Cash Flow

Types of companies that benefit from the discounted cash flow method of valuing a business include larger companies with accountant prepared forecasts. This is because the method uses estimates of future cash flow for the business.

A valuation is reached by looking at the company’s cash flow in the future, and then discounts this back into today’s money (to take into account inflation) to give you the NPV (net present value) of the business.

Valuing a business based on discounted cash flow is a complex method, and is not always the most accurate, as it is only as good as its input, i.e. a small change in input can vastly change the estimated value of a company.

Rule of Thumb

Some industries have different rules of thumb for valuing a business. Depending on the type of business, a rule of thumb can, for example, be based on multiples of revenue, multiples of assets or of earnings and cash flow.

While this method may have its merits in that it is quick, inexpensive and easy to use, it can generally not be used in place of a professional valuation and is instead useful for developing a preliminary indication of value.

To summarise, the methods of valuation can very much vary in terms of complexity and thoroughness, and different industries will find different methods more useful than others. A good M&A adviser can best suggest which way to value your business, as well as help to counter offers in the latter stages of the process with an accurate valuation in mind.

 

Author:
Tony Yerbury
Director
Benchmark International
T: +44 (0) 1865 410 050
E: Yerbury@benchmarkcorporate.com


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Why Do Buyers Take the Mergers and Acquisitions Route?

A merger is very similar to a marriage and, like every long-term relationship, it is imperative that mergers happen for the right reasons. Like many things in life, there is no secret recipe for a successful transaction. While the strategy behind most mergers is very important to obtain the maximum value for a business, finding the right reason to execute a merger could determine the success post-acquisition.

When two companies hold a strong position in their respective areas, a merger targeted to enhance their position in the market, or capture a larger market share, makes perfect sense. One of the most common goals for transactions is to achieve or enhance value; however, buyers have different reasons for considering an acquisition and each entity looks at a new opportunity differently. The following points summarize some of the primary reasons that entities choose the mergers and acquisition route.

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  1. Increased capacity

When entertaining an acquisition opportunity, buyers tend to focus on the increased capacity the target business will provide when combined with the acquiring company. For example, a company in the manufacturing space could be interested in acquiring a business to leverage the expensive manufacturing operations.  Another great example are companies wanting to procure a unique technology platform instead of building it on their own.

  1. Competitive Edge

Business owners are constantly looking to remain competitive. Many have realized that, without adequate strategies in place, their companies cannot survive the ever-changing innovations in the market. Therefore, business owners are taking the merger route to expand their footprints and capabilities. For example, a buyer can focus on opportunities that will allow their business to expand into a new market where the partnering company already has a strong presence, and leverage their experience to quickly gain additional market share.

  1. Diversification

Diversification is key to remain successful and competitive in the business world. Buyers understand that by combining their products and services with other companies, they may gain a competitive edge over others. Buyers tend to look for companies that offer other products or services that complement the buyer’s current operations. An example is the recent acquisition of Aetna by CVS Health. With this acquisition, CVS pharmacy locations are able to include additional services previously not available to its customers. 

  1. Cost Savings

Most business owners are constantly looking for ways to increase profitability. For most businesses, economies of scale is a great way to increase profits. When two companies are in the same line of business or produce similar goods or services, it makes sense for them to merge together and combine locations, or reduce operating costs by integrating and streamlining support functions. Buyers understand this concept and seek to acquire businesses where the total cost of production is lowered with increasing volume, and total profits are maximized.

The above points are merely four of the most common reasons buyers seek to acquire a new business. Even if the acquirer is a financial buyer, they still have a strategic reason for considering the opportunity.

Author:
Fernanda Ospina
Senior Associate
Benchmark International

T: +1 (813) 313 6150
E: opsina@benchmarkcorporate.com

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Benchmark International has successfully facilitated the acquisition of Central Window of Vero Beach, Inc. by Florida Window and Door.

Benchmark International has successfully facilitated the acquisition of Central Window of Vero Beach, Inc. by Florida Window and Door. Central Window of Vero Beach is a supplier and installer of windows, doors, and specialty screens for contractors and end-users.

Florida Window and Door and its affiliates have been in the replacement window business since 1983, and have successfully serviced over 80,000 residential and commercial properties throughout the Midwest, East Coast, and Florida. The company continues to expand its footprint through acquisition. Central Window fits well strategically with Florida Window and Door’s growth plan.

Wendy Labadie at Central Window stated that "Benchmark was very aggressive, in a professional way. The time is of the essencemindset proved to be beneficial to us. We would not have been able to find a qualified buyer without their vetting process.

Scott Berman, President of Florida Window and Door commented, “Central Window provides us the opportunity to acquire a business that has been in business for over 38 years with a stellar reputation and qualified staff. The company allows us to further expand our geographic footprint in the State of Florida. We look forward to the opportunity of growing this business and welcome the employees of Central Window to our company.” Mr. Berman also added, “Benchmark was extremely helpful in the process and allowed us to complete the deal on schedule as a result of their guidance.”

Regarding the deal, Transaction Director Leo VanderSchuur stated “It was a pleasure to represent Central Window of Vero Beach in this transaction and, on behalf of Benchmark International, we are extremely pleased with the outcome. Allowingboth the seller and acquirer to prosper and benefit is always an ideal end result.”

WE ARE READY WHEN YOU ARE.

Call Benchmark International today if you are interested in an exit or growth strategy or if you are interested in acquiring.

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Benchmark International has successfully facilitated the merger between Network Technologies, Inc. and Automated Systems Design.

Benchmark International has successfully facilitated the merger between Network Technologies, Inc. and Automated Systems Design. Network Technologies, Inc. (NTI) is an IT infrastructure design and planning firm, specializing in technology cabling, audio/visual design and control systems, security systems and wireless networks. Automated Systems Design (ASD), is a nationwide provider of design, engineering, installation, and project management for workplace technologies for customers in a variety of industries. 

Jeff Cook, President and majority owner of NTI said “The Benchmark team was very professional, responsive and provided great guidance during our entire transaction process. Having Benchmark on our side, focusing on the details of the transaction process, allowed our management team to continue to focus on the day to day running of our business. I would highly recommend partnering with Benchmark for any small to mid-size business owner that is considering the sale or merger of their firm. We are excited to be part of the ASD team and look forward to providing expanded services and capabilities to our clients through the synergies of the combined companies.” 

We are very pleased to welcome NTI, led by Jeff Cook and Scott Dupuis, to the ASD family. The combined companies of ASD and NTI is a strong strategic fit that will provide our customers a fully integrated design/build organization. NTI's experienced management team and operational staff will be a strong addition to our organization and we look forward to integrating the team over the next few months. We believe the merged companies further our goal to expand our service offerings to both NTI and ASD customers throughout the US. We look forward to building on the success of both organizations and to continue to grow our customer base through the strong reputation of delivering projects on time and budget.said Kevin Kiziah, President and CEO of ASD. 

WE ARE READY WHEN YOU ARE.

Call Benchmark International today if you are interested in an exit or growth strategy or if you are interested in acquiring.

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Benchmark international Facilitates the Acquisition of Urban Design Group PC to Dunaway Associates LP

Benchmark International has successfully facilitated the acquisition of Urban Design Group PC to Dunaway Associates LP. Benchmark International worked hard to find a buyer that was a good cultural fit for the business and would allow each of the three principals achieve their personal goals.

Urban Design Group PC is a Texas-based professional firm that provides a full range of civil engineering, urban design, and surveying services to a diverse group of clientele in the Austin market. UDG has been "shaping the urban environment" since 1981. UDG brings 37 years of engineering experience to the Austin, Texas area, and this experience will be beneficial in the years to come through their new partnership.

A professional services company with over 60 years of delivering results and an expansive footprint in the state of Texas, Dunaway was an obvious choice for a buyer. Dunaway provides services including civil engineering, structural engineering, planning and landscape architecture, environmental and surveying. The acquisition of UDG will provide Dunaway with surveying and planning operations , two services the firm offered in its other offices but were missing in Austin.

Laura Toups of Urban Design Group stated “The Benchmark International Austin team brought invaluable results to this transaction for us. They put our personal and professional objectives at the front of their objectives in driving this deal through to the end. They presented us with a variety of potential buyers to fit our needs. In the end, they were able to provide a buyer that would culturally align with our vision. We would highly recommend the Benchmark International team of experts to anyone planning to successfully exit their business.”

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Dry Powder in Private Equity: A Struggle to Spend or a Welcome Resource?

Dry powder is currently a hot topic within the private equity industry because the levels of dry powder are at a record high since the financial crisis, with over $1T of committed capital available.

It is the term used for the amount of cash reserves or liquid assets used by an investor for investment purposes, but has not yet been deployed and there are a number of reasons why there is an excess. In part, there are surplus cash reserves as a result of the strength of fundraising – more cash risen, more cash reserves. However, this is a tale of two halves as private equity has not been spending as much in previous years – asset prices have been inflating and private equity firms are reluctant to pay a premium for these assets. In fact, there has been a year-on-year decrease in private equity funding from 2015 to 2017.

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Upcoming M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

July 26th @ 10am EST

Register Now >> http://bit.ly/2Nvampu 

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those
open issues. 

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Benchmark International Facilitates the Sale of Sonne Tribble, LLC

Benchmark International has successfully facilitated the sale of Sonne Tribble. LLC dba Chris’s Custom Cabinets. Chris’s Custom Cabinets is a well-established manufacturer of high-end, custom cabinets for luxury home builders, remodelers, and individual homeowners.

The acquirer is a high net worth individual who was looking to acquire and run a single business in the Mid-South region. This individual’s experience in the construction industry and personal hobbies made this venture a good fit. The buyer plans to continue the legacy of Chris’s Custom Cabinets and make the business grow.

The Benchmark International team put in the man power to search various local markets to find the perfect buyer for this organization. In addition, the team worked alongside all involved parties to see the deal through to completion. Benchmark International brought its expertise to the table to bring the deal through to the closing. The deal was accomplished by utilizing the SBA program, which provided the prior owner a liquidity event and exit strategy.

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Benchmark International Facilitates the Sale of Residential Air Conditioning Services LLC to Coastland Enterprises LLC DBA Temperature Pro

Benchmark International has successfully represented Residential Air Conditioning Services LLC in their sale to Coastland Enterprises LLC DBA Temperature Pro. Residential Air Conditioning Services, LLC provides AC service, repair, and AC installation, as well as heating repair in Houston, Texas. The company services and installs all brands of HVAC-R equipment for commercial and residential customers as well as for new construction.

The Benchmark International team worked hard to find a buyer that would be a good fit for Residential Air Conditioning Services, LLC. Ultimately, the team found a buyer that was looking to expand its market share in the Houston area, and they got the client the best value for his business. The acquirer, TemperaturePro®, is a growing professional air conditioning and heating service with many locations throughout the United States.

Lance Abney, owner of Residential Air Conditioning Services, LLC stated “Working with Benchmark International allowed me to achieve my exit goals within an appropriate timeline. The team at Benchmark International’s Austin office was able to reach out to a multitude of buyers to find a deal that fit my needs. I would recommend using Benchmark International to anyone looking to sell their business.”

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I’m Thinking of Selling My Company, How do I Value My Business

So, you are entertaining the thought of possibly selling your business. How do you know what it’s worth? There are a lot of factors that go into deciding an asking price for your company. The market, the industry, and the level of risk can all affect the final value. The following guide will walk you through a quick rundown of the valuation process for middle-market businesses and help you gain a basic understanding of what your company might be worth.

Step One: Have Your Finances in Check

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Benchmark International facilitates the acquisition of builder security group

Benchmark International is delighted to announce the acquisition of Builder Security Group is complete. Benchmark International, as the sell-side representative, was able to bring an ideal buyer to the table to close this sale.

The closing of the Builder Security Group acquisition marks the tenth US deal completion for Benchmark International in 2018. Benchmark International's Global CEO, Gregory Jackson, stated "This record-setting quarter looks to end on a high note, and quarter two is moving with great momentum as well."

Builder Security Group is a security installation and monitoring company located in San Antonio and Austin, Texas. It is an all-in-one resource for all finishing touches that go along with a new home, from security products and monitoring to home theater systems and networking. Its experience and reputation, along with the vast selection of products and services it offers, has helped Builder Security Group form a reputation in San Antonio and the surrounding areas as a premiere outlet for homeowner and homebuilder needs.

Builder Security Group was acquired by a buyer seeking to spread its national footprint, specifically its expansion in to the state of Texas. Builder Security Group will continue its business in security products and monitoring.

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Don't Kick the Can Down the Road

Posted on December 4, 2017 By in Acquisitions + Blog + Exit + growth + M&A + market + mergers + options + possibilities + strategy + Tips

There are many things to consider when you are thinking of a potential exit, whether it be your own personal/business circumstances, the overall M&A market or potential tax implications.

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Global M&A Activity to Reach Record Figure of £2.4 Trillion in 2018

Worldwide mergers and acquisition activity will hit £2.4 trillion ($3.2 trillion) next year, as deal-making is elevated on an increasing global economic tide, according to recent forecasts.

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Giving in Order to Receive: A Surprisingly ‘Warm and Fuzzy Glow’ in the Harvard Business Review

A recent article in the Harvard Business Review made a perhaps surprising conjecture: that as far as mergers and acquisitions are concerned, those companies that focus on what they’re going to get from an acquisition are less likely to succeed, in terms of the deal outcomes, than those companies that focus on what they can give to the process.

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Benchmark International Advises on the deal between Sui Generis Holdings Limited to Milbank Concrete Products Limited

Benchmark International is pleased to announce that a deal between Sui Generis and Milbank has been agreed.

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Medical Sector M&A in Rude Health: Medisec Acquisition Part of Wider Trend for Synergetic Deals

We’ve recently been seeing at first hand the rise in medical and healthcare sector mergers and acquisitions both domestically and internationally, with Dublin-based Clanwilliam Group’s synergetic acquisition of Cheshire-based NHS technology provider Medisec (brokered by Benchmark International) the most recent example.

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Benchmark International Advises on The Sale of Levy Brothers & Knowles Limited to NNZ

Benchmark International is pleased to announce that a deal between Levy Brothers & Knowles Limited (LBK) to NNZ has been agreed.

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Greening Due Diligence: Environmental Factors to Consider in M&A Preparation

‘Green-washing’ is pretty much endemic in the business world, with every company worth its salt aiming to showcase its environmental credentials, whether rightfully or as a PR exercise.

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