Helping Westland Asset Buy a Business: Our M&A Advisory Expertise
In December 2023, we were approached by Westland Asset who wanted to purchase Direct Sameday Services, a Nottingham and Manchester-based same-day delivery company.
DSS, established in 1999, has become the leading same-day courier company in the East Midlands, later expanding to Manchester and the North of England in 2007. The company operates a whopping 60-vehicle fleet and employs 65 staff members with growth heavily driven by e-commerce.
David Whitefoot, the Director of Westland Asset saw the purchase as an opportunity to develop DSS’ already strong foothold in the UK by expanding geographically.
Due Diligence & Deal Structuring: Ensuring a Smooth Business Acquisition
From the outset, we played a critical role in structuring and negotiating the transaction. We drafted and refined the initial Heads of Terms—a crucial document outlining the key commercial and legal principles of the deal—to set a solid foundation for the transaction. We then led negotiations on the Share Purchase Agreement (SPA), a legally binding contract that detailed the terms under which shares would be transferred, ensuring that both parties’ interests were protected.
A major complexity in this deal came from the need to conduct due diligence on three separate companies, each with its own financials, operational structures, and supplier relationships. This added a significant layer of intricacy, requiring a considered approach to ensure all potential risks were identified and mitigated. In particular, we scrutinised a balance sheet that accounted for over 50 vehicles, ensuring asset valuations and liabilities were fully understood before proceeding. To put it into perspective, this involved closely reviewing several hundred documents across three businesses to ensure no stone was left unturned.
Ensuring Business Continuity and Growth After Acquisition
Negotiating a solid payment structure was another key aspect of our role. We successfully structured terms that protected the purchaser’s investment while allowing the seller to benefit from the company’s future growth—striking a balance that fostered long-term success for all stakeholders.
Given the size and operational scale of DSS and its associated businesses, we placed strong emphasis on continuity post-sale. Our team ensured that existing leadership and operational structures remained intact to provide stability for employees and maintain business momentum. Measures were put in place to secure job retention across all levels, reinforcing confidence among staff and stakeholders.
Additionally, we conducted a detailed review of supplier agreements to identify any outstanding liabilities that could impact the business transition. Our Legal Director, Rachel Duncan, led strategic negotiations to implement safeguards that aligned with David Whitefoot’s vision for future growth, ensuring the business was well-positioned for its next phase of expansion.
Results: A Successful Business Purchase with Long-Term Growth Potential
Transactions of this scale inherently come with complex challenges, but our legal team navigated them effectively to ensure a smooth, efficient, and ultimately successful outcome for all parties involved. We structured and negotiated a deal that not only protected the interests of both buyer and seller but also set the foundation for long-term growth and stability.
Our team’s meticulous due diligence and strategic negotiations played a crucial role in safeguarding business continuity, maintaining operational efficiency, and securing a transition plan that supported both immediate stability and future scalability.
Beyond the transaction itself, we ensured the deal was structured to capitalize on future growth opportunities while stabilizing the existing workforce. By addressing key operational, financial, and legal risks early on, we created a framework for sustainable success, ensuring DSS’s strong market position remained intact while positioning the company for further expansion under new ownership.
Meet Rachel Duncan: Legal Expert in Business Sales & Acquisitions
Rachel singlehandedly launched the legal part of our offering back in 2019, and since then has worked with businesses of all shapes and sizes.
With over 20 years of experience, Rachel is a specialist in all the things your business will need: from business sales and purchases, due diligence, company restructuring, commercial contracts and commercial leases (the list just keeps going).
Rachel managed the full legal process involved inWestland Asset’s purchase of DSS and she’s helped countless more entrepreneurs with buying businesses.
Meet Neil Nichols: Corporate Finance Specialist in Business Sales & Acquisitions
Neil Nichols, Founder of Accounts and Legal set up the business after successfully growing and selling his previous company, Portico, which he ran alongside his brother Robert Nichols. During the process of selling, Neil was taken aback by the unnecessary friction between accounting and legal functions, and this is where the seeds were sewn for Accounts and Legal. After surveying other business owners, Neil found that the majority stated their accountants weren’t wholy useful past the necessary compliance work. Armed with this information, Neil set up Accounts and Legal to be genuinely useful to business owners, providing the services they need in one place.
Meet Neil Ormesher: Tax Planning Expert for Business Sales & Acquisitions
As CEO of Accounts and Legal, Neil Ormesher brings over 25 years of experience in accounting, tax planning, and business strategy. A fully qualified accountant, Neil has helped countless business owners navigate the complexities of buying and selling businesses while maximising tax efficiency.
In his previous role, Neil played a key part in growing the Danbro Business Brand from zero to 1,500 clients, building a high-performing team and a service offering dedicated to helping entrepreneurs achieve their goals.
Most recently, Neil was instrumental in structuring the Westland Asset acquisition of Direct Sameday Services (DSS) to ensure a tax-efficient deal, helping the buyer minimise liabilities and maximise post-sale profitability.
