Six Companies Amalgamating into one 

Complex commercial issues to resolve

Challenge:

Six companies seek efficient unified operation.

The owners of six companies with commonalities decided their companies would operate better and more efficiently as one company.  They needed commercial legal expertise to help carry this out.

Approach:

Multidisciplinary team navigates amalgamation complexities.

A four-way professional team including Mark, business advisors, accountants, and valuers worked together to identify the best way of resolving some commercial issues and to arrive at an equitable ownership structure for the single company going forward.  The team also had to manage banking and third-party contractual arrangements as a part of the implementation plan.


While the basic processes for amalgamation of companies under the Companies Act were well understood, due diligence revealed that complexities existed as to disparate financial positions between the six origin companies, which would have consequences for the final ownership interests of the new company.  All complexities were identified, managed, and valued and acceptable new shareholdings agreed upon.  The process also needed to carefully ensure the group’s bank would not be compromised as to its lending and security positions.  Ultimately a new banking structure was devised to meet everybody’s needs and Mark had to ensure this was documented and implemented for the amalgamation date.  In addition, certain key third-party businesses that were tied to the group by commercial arrangements needed to be effectively managed and kept happy, and the implementation strategy was ultimately able to achieve this.


Outcomes:

Successful merger, increased market presence, and efficiency.

The amalgamation was completed and all banking and third-party relationships were effectively managed in the course of it.  The ownership group is enjoying the new structure and the efficiencies that the company is able to yield as a result, in particular its now much-larger presence in its business market.