Barlow Robbins’ Corporate team has advised IS Solutions Plc, an AIM listed company, on its recent acquisition of Speed-Trap Holdings Limited, the parent company of Celebrus Technologies. Celebrus is a leading provider of detailed data feeds that deliver individual consumer level data in relation to their interactions with websites, mobile applications, streaming and social media to enable in-depth, real-time big data digital intelligence. The acquisition allows IS Solutions to augment its analytics and business intelligence solutions with a recognised leader in big data collection technology servicing blue chip corporates.
The value of this acquisition was approximately £7.5 million with the consideration being paid partly in cash and largely by the issue of IS Solutions shares to previous shareholders in Speed-Trap Holdings.
The Barlow Robbins’ team was lead by Philip Stephenson (Partner) and assisted by Mark Wheeler (Associate).
John Lythall, Managing Director of IS Solutions Plc commented
This transaction was strategically important to IS Solutions as it allows us to widen our portfolio offering, access one of the fastest growing software markets and enhance our existing top class customer base.
We have worked with Barlow Robbins for a number of years and have a close working relationship with the team there. Philip and Mark were able to assist us in structuring the transaction despite its vast complexity and help us project manage a purchase with over 120 shareholders and a blend of cash and equity consideration. They, and the Barlow Robbins team generally, worked tirelessly and efficiently alongside their counterparts to help us agree a deal which the IS Solutions board and shareholders are very happy with.
Barlow Robbins Corporate & Commercial Team
This transaction for IS Solutions presented many complexities and challenges along the way and we are delighted for this valued client that it has now completed. Some of the main complexities were the sheer volume of shareholders and various classes of option holders, the differing interests within each of those share and option holder classes and the numerous and often competing demands on the limited amount of cash consideration available. There were a number of approaches that could have been taken to ensure that IS Solutions acquired 100% of Speed-Trap Holdings. Triggering the “drag along” provisions in the articles of association of Speed-Trap Holdings was deemed to be the most appropriate solution in the circumstances, including because it assisted in ensuring that the treatment of Speed-Trap’s large number of US Shareholders did not offend the US Securities Act and tender rules regarding share offers.
This acquisition highlights the quality of corporate transaction on which the Barlow Robbins Corporate team can deliver. The fact the transaction completed in the same 24 hour period as two other high quality deals we were working on demonstrates well the team’s ability and commitment to deliver successful transaction outcomes for client such as IS Solutions plc.
Speed-Trap Holdings was advised by Osborne Clarke (Reading) and Beringea (VCT), a former shareholder of Speed-Trap Holdings, was advised by Keystone Law.
Full details of the transaction, which exchanged on 23 December 2014, can be found here.