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We are a specialist M&A boutique strategically matching buyers & sellers of companies.

We support business owners wishing to sell, transfer, merge, buy or carve out business. Our strength is identifying strategic partners – investors or companies that offer strong symbiotic alignment.

We have completed transactions totalling over £90M deal value. As we gain a strong reputation for delivering exceptional results, each year our tally rises.

Based in South-West UK, client projects range from UK-centric to global. We have completed transactions as far afield as China, Australia and South Africa.

Working with SME’s with revenues from £3M – £100M, our approach is focused, tireless and strategic. We deliver exceptional results with a particularly high-conversion ratio.

We limit ourselves to a small number of deals each year enabling us to devote sufficient time to create the optimum value for each project.

Clearly focused on the best possible outcome for our mutual client.

Grant Esterhuizen, Partner & Head of Corporate, Lester Aldridge LLP

The foundation to our business was the experience gained over fifteen years leading a number of companies through periods of growth, acquisition and divestment.

These organisations ranged from the SME through to world-class organisations operating globally.

For over twelve years, we have operated independently providing strategy advice and for the past six years, solely in Mergers & Acquisitions (M&A).

Apart from the usual experience that you may expect of an M&A Advisory such as corporate finance know-how, we have developed a first-class capability in being able to research a global market to identify potential buyers and sellers.

Fundamental to our expertise is our knowledge in how to create a strong deal for both buyer and seller - and to nurture the deal through to successful completion.

Justin spent significant time to fully understand our business. He had an excellent understanding of the Groups financial structure with multiple holding companies and consolidations.

Bill Cody, Chairman, Challenge Group

Achieving the very best outcome in selling a company requires a structured sales process.

Our process has been carefully honed to deliver the optimum result. Each project involves our 8-step process.

1.

Understanding the business

We meet the company shareholders and / or the management team to understand the business in detail. We review all aspects of the business including financial data & KPI’s together with understanding the product / service and its competitive USP. In particular, we take time to really understand the markets the business operates in. This takes place at the client’s organisation and is conducted under non-disclosure so that all data is protected. We understand the sensitivity of the work involved and we are used to ensuring a high-level of confidentiality.

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2.

Market insight

Together with the client, we identify what industries would be most aligned to the type of business our client operates in. We identify where synergy would be created by an acquisition of our client’s business - e.g. with a competitor, or an aligned industry. We take any company names that our client suggests and we then build a detailed research brief on the ideal target together with a defined geographic scope. We will identify specific criteria such as company size, activity as well as financial criteria that provides evidence of prior or desired M&A activity. Our industry experience within our target sectors often means that we are able to widen the research brief into areas our clients had not previously considered.

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3.

Researching buyers

We use the market insight developed above as a guide to research the market for individual companies that meet the criteria. We work within the limits of the geographic scope - some searches are local (e.g. UK), some are global. We use a variety of proprietary databases, search engines, industry trade & credit directories to identify company names that meet our search criteria. For international searches, we will search using both English and the local language to ensure that each search is forensic in nature. This process typically takes 4 - 6 weeks and will create long-lists of several hundred or more potential candidates. This list will then be analysed by a senior Director comparing the financial metrics such as P&L and Balance Sheet to produce a short-list of potential candidates. This short-list will be reviewed by the client to assess viability together with any extra additions / deletions. Once a short-list is agreed, we will then conduct a further wave of research to identify the ‘decision-making team’ - usually the CEO / President and associated colleagues (e.g. Head of M&A) and their respective contact details. We will often complement this bespoke list with names of companies and private equity firms who may be interested to review the opportunity.

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4.

Financial analysis

We will analyse clients' historical financial statements - profit and loss (P&L), balance sheet, supporting management information and key performance indicators (KPI’s). We prepare a pro-forma summary showing cash-free debt-free statements and will help model future income statements. Our analysis will also uncover data such as working capital trends and aspects of the balance sheet that could be re-structured to optimise an exit position. Our analysis will provide a pre-tax indication of debt-free cash-free disbursements based on a range of valuation indexes.

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5.

Information Memorandum

We use data collected during the initial meetings to create a compelling Information Memorandum (IM). Where required, we can commission photography for any supporting visuals. Using the financial analysis prepared earlier, we prepare a detailed overview of the business, its operations and its USP. The IM is designed using Adobe InDesign with any supporting visuals to produce a very high-quality luxury look-and-feel PDF together with a supporting narrative that demonstrates reasons how and why the business would make a strong acquisition project. The IM is reviewed at various stages and signed off by the client.

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6.

Market outreach

Once we have a launch date, we will contact all the individuals and contacts on our shortlist. This will be handled by our Senior Team personally to connect with the appropriate decision maker. This outreach is conducted anonymously with the goal to solicit interest to review in detail. Having taken the time to understand our client’s business right from the outset, we are well-placed to discuss with CEO’s etc. on the merits of acquiring our client’s business and the potential synergies available as part of a deal. Once interest is confirmed, we will issue a non-disclosure agreement (NDA) and once signed, the IM can be released for review.

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7.

Non-binding offers

We will discuss and develop interest with all interested parties. Where required, we will facilitate and conduct management meetings between the potential buyer(s) and our client at a suitable location. We help our clients prepare and will guide them through the process. We will then solicit non-binding offers from interested parties and will negotiate to optimise any offer. After receiving final non-binding offers, we will liaise with our client for them to select one party to engage with and lay down heads-of-terms. On behalf of our clients, we will bring our commercial experience to bear to ensure that heads-of-terms and the overall offer are competitively positioned.

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8.

Due diligence & closing

The buyer will wish to conduct due-diligence, so our clients will select the appropriate tax, accounting and legal advisors to support them through the due diligence process. We will project manage the whole process for our client, liaising both with buy-side and sell-side teams throughout. In particular, we work very closely with our client’s legal team to ensure the appropriate level of “commercial input” on behalf of our clients in the construction of the sale and purchase agreement (SPA). We oversee the project all the way until the point of closing.

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Justin was able to deliver real value to the selling shareholders by increasing, significantly, the price the buyer was prepared to pay for the business.

Nick Davies, Company Commercial Partner, Steele Raymond LLP

Supported by a dedicated team, our Managing Director Justin Levine provides hands-on leadership of all client projects.

Carefully selecting 3 – 6 projects each year, he lends over ten years’ experience in finding strategic opportunities for companies wishing to sell or buy.

Prior to M&A, Justin enjoyed a career as an MD, CEO and VP within several well-known global enterprises specialising in high-technology industrial products. He spent several years overseas developing business in Asia Pacific, the Americas as well as Europe. Having formed a consulting company in France at the age of 36, Justin provided strategic consulting to various clients before arriving back in the UK in 2007. Having supported a private investment office with M&A services, he struck out full-time in 2011.

Justin was educated at Imperial College (Aeronautical Engineering) and Kingston Business School (MBA).

Justin also acts as a non-executive Director for a small number of clients’ who aim to significantly improve shareholder value. With a track record of leading organisations through large-scale growth, Justin lends his experience to ambitious entrepreneurs wishing to successfully execute their business plans.

Justin delivered a first-class result selling my business.

Bob Watts, ex-Chairman, Dorset Orthopaedic

We work with companies with revenues typically from £3M – £100M. Our clients’ can be based globally – projects have come from Asia Pacific, Europe, USA, Africa and the UK.

Projects over the years have covered sectors such as manufacturing, engineering, technology, IT, wholesale, distribution, healthcare, digital, retail, food & beverage & education.

We work with companies with revenues typically from £3M – £100M. Our clients’ can be based globally – projects have come from Asia Pacific, Europe, USA, Africa and the UK.

We are industry agnostic.

We support clients within both B2B and B2C.

Our USP does not lie in our industry focus. It lies within being able to devote sufficient quality time with each client to truly understand his or her company, market and USP.

Here’s a selection of past clients across a variety of projects….

Over £90M deals completed. Our deal-list grows year by year...

Our client relationships are based on exceptional discretion that is required in bringing companies to market and creating successful deals.

Our confidentiality and discretion lasts beyond deal completion and as a matter of course, we do not discuss deal specifics publicly.

Here’s what some of our clients’ say:

Justin spent significant time to fully understand our business. He had an excellent understanding of the Groups financial structure with multiple holding companies and consolidations and joined me in trips to all our locations. I was very impressed by his quick grasp of the issues and his sound advise in dealing with them. Justin was superb at managing complexities across multiple financial and legal jurisdictions and drove the project for all sides. A first class M&A professional, highly recommended. You will not find better or a nicer guy to work with

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Bill Cody, CEO and Chairman, Challenge Group

Justin successfully negotiated the purchase of my partner’s shares. He made a very difficult and stressful situation manageable

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Stephen Halliwell, Managing Director, Mellor Electrics Limited

I would once again like to thank you for your time in managing the sale of our business with all the professional negotiation and communication skills required from the start until completion. Understanding our company and our future requirements were key, and the complex selling process that you took responsibility for enabled us to keep our stress levels to a minimum. A highly recommended M & A Gentleman.

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Steve Grinter, Managing Director, Hyphose Limited

A tough negotiator, persistent and worth his fee!

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Paul Brook, CEO, ESET UK

We acted for the same client in a deal which involved the sale of shares in a high-profile business. I can honestly say that I enjoyed every minute of it! Justin is a great guy to work alongside. He took the lead on the commercial negotiations and I on the legals. He is an excellent team player, a great communicator and was clearly focused on the best possible outcome for our mutual client.

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Grant Esterhuizen, Partner & Head of Corporate, Lester Aldridge LLP

Justin was able to deliver real value to the selling shareholders by increasing, significantly, the price the buyer was prepared to pay for the business.

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Nick Davies, Company Commercial Partner, Steele Raymond

Justin has delivered a first class result by selling my business!

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Bob Watts, Chairman, Dorset Orthopaedic Limited

Following his acquisition of EMD Drives, Justin’s business acumen positioned the company as the UK’s leading small electric motor & gearbox manufacturer.

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Steven Clark, CEO, Clark Group

Just wanted to say a big thank you for all the work you put into making the deal happen – it turned out to be a long and complicated process, but we got the result we wanted in the end!!
Well done Justin – you earned every penny.

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James Cody, General Manager, OBIT, Ningbo, China

I find Justin a joy to work with, good fun but also very professional. I tap into his vast knowledge and experience to help develop my own business.

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Simon White, CEO, Enhanced Group

Justin offer’s clarity in judgment and commands only the highest level of achievement in deal making!

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Chris Hutt, Managing Director, Unico

I would once again like to thank you for all your efforts in getting the deal done. Your knowledge, help and support on my side was brilliant!!!

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Graham Smit, Managing Director, Challenge Power Transmission (Australia) Pty Ltd

Justin has multi-dimensional business skills with international experience, the ability to distil a complex problem into its respective components and is a great communicator. I have been in business since the early 1980s and wish I had become acquainted with Justin much earlier than I did. He comes highly recommended by me.

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Edwin Prescott. Chairman, Sprint Electric Ltd.

Justin Levine acted for us in the sale of our company and I am pleased to say that we made the right choice. Justin did everything he promised us and more. He has been completely professional throughout, yet always friendly and approachable. I have no hesitation in recommending him to anyone seeking an M&A expert to act for them in order achieve the best possible outcome.

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Anna Barwick, Finance Director, Hyphose Limited

A tough negotiator, persistent and worth his fee!

Paul Brook, ex-CEO, ESET

Our fee structure and terms of engagement are simple, straightforward and jargon-free. Unlike many corporate finance firms, we don’t over-complicate things.

We usually charge a retained fee to commence each project. The retained fee typically covers the market research, financial modelling, preparation of the Information Memorandum and all visits with the client in the preparatory phase.

We charge a success fee that falls due only on completion of a successful transaction. This fee is normally a fixed percentage of the transaction value. If the project is small or particularly demanding, we may require a minimum success-fee.

The fee-structure is usually heavily-weighted towards the success-fee.

We do not carry bloated overheads. Our team is execution-focused and nimble.

Our fee structure is competitive.

If a potential client is interested to engage, we will invest time without charge, to explore the scope and scale of a project.

April 2019

Global trends in private M&A

Here at TheNonExec we handle 2 – 4 transactions per year, so whilst we have a reasonable view on the…

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March 2019

Technology M&A legal considerations

There are key laws and regulations implicated in technology M&A transactions that may not be relevant to other types of…

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March 2019

Creating Pre- and Post-Deal Value

TheNonExec has a natural interest to see companies that we are involved in go on to have a sustainable future….

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