Yudu - FM Deal Makers 2013

UK WINNER - MAC EDWARDS

DEAL: Source BioScience acquires Inverclyde Biologicals NAME: Mr. Mac Edwards COMPANY: BCMS Corporate Ltd TEL: 01706 833 905 EMAIL: mac.edwards@bcms.co.uk

BIO

With a background in financial services, Mac Edwards is a vastly experienced Deal Leader at BCMS, leading international sell-side advisor to shareholders of privately owned companies. Since 2008, Mac has been focused on negotiating sell-side transactions as a BCMS Deal Leader. Mac has brought his expertise to a variety of projects and across a broad range of sectors, including electronics, medical,

engineering, manufacturing,

and technology. Mac has completed a significant number of deals in this time with a combined transaction value in excess of £28m.

As a BCMS Deal Leader, Mac’s role is focused on both the preparation for sale and the deal making phases of the transaction. Mac manages initial exploratory discussions and invites acquirers to submit competitive offers, negotiating the overall offer value and deal structure. Once an offer is accepted, he is closely involved in establishing the Heads of Terms agreement and during the Due Diligence phase, facilitating the legal proceedings by bringing a commercial perspective to discussions.

DEAL OVERVIEW Q

(1) Please summarise the transaction

Inverclyde Biologicals Ltd, a manufacturer of blood banking

diagnostic kits, was acquired by Source BioScience PLC.

What was your role within the transaction?

My role in the sale of Inverclyde Biologicals Ltd encompassed preparing the vendors for the sale process, management of exploratory discussions with potential acquirers, negotiating offers submitted on the business and leading final discussions, from a commercial perspective, during due diligence and the lead up to completion.

What were the challenges or difficulties presented?

Given the specialist nature of the business, I was engaged at the early stages of the project to ensure we anticipated any issues that might arise. Our client was keen to secure the future of the business through selling to a buyer able to realise the good potential in the company. It was certainly felt that Source BioScience PLC would help our client achieve this. En route to securing the deal, BCMS approached 32 UK and 44 overseas companies and facilitated advanced discussions with nine prospective acquirers.

How were the challenges or difficulties overcome?

I always aim to develop an open relationship with the senior decision maker within the acquiring company and maintain a robust but positive dialogue. Our first role is to locate a range of suitable acquirers and

reagents, tissue services reagents and

Deal Maker of the Year Awards 2013

generate offers, but once an offer is accepted, we are closely involved through the due diligence phase.

During due diligence we like to keep all lines of communication open and as a result, if a complication does arise, we are able to go “behind the scenes” and outside of any restrictive legal dialogue. We talk to the parties to try and resolve any issues moving things forward.

What other types of clients or transactions have you been involved

with?

BCMS specialises in sell-side deal making, which has been my focus since 2008. During this time I have managed deals in a variety of sectors.

For example, one transaction involved an electrical contracting business. The vendors were awaiting a large new contract during due diligence. Having secured the overall sale value in principle, delays with this contract meant that the acquirer reduced their offer. I persuaded our client to arrange a meeting with the customer in question to secure the contract before due diligence was finalised. I was then able to push back on the price reduction and ultimately secure a greater deal value for our client.

What are your thoughts and predictions for 2014 and beyond?

I have certainly seen a shift in the way deals are being funded compared to five years ago as we have increasingly seen large acquirers with significant cash reserves to deploy. The next twelve months should see even more deals done as the economy continues its trend towards increased stability.