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Charter & Henry LLP

101 Bank Street
London
EC4 1RX

PRIVATE AND CONFIDENTIAL

Mr Mansoor Al-Nabhani
Al-Nabhani Group
Deira Tower
Dubai

5 December 2021
Client Ref: PH-120
Dear Mansoor,
Project Holloway
Letter of Advice Regarding Acquisition of ScienceTech Limited
Thank you for getting back to me and considering our firms’ legal advice services on your big
purchase of ScienceTech Limited Company. First, let me congratulate your proposed business
to acquire STL, a reputable brand across Europe and the Middle East, in the supply of
laboratory supplies. As an investor, the company can offer many benefits, but you need to be
cautious during due diligence processes and have a good comprehension of UK law. Having
insights on UK merger and acquisition laws clarifies the ambiguous issues and eases decision-
making and the purchase process. In your email earlier, you listened to legal concerns you
needed recommendations on regarding the acquisition. This report will address the issues
mentioned earlier and offer you the best advice based on my research findings and legal
insights that entail acquisitions and mergers. All these laws are created and interpreted through
the common law system of the UK. Based on the review of issues you mentioned, three main
entities of the common law systems offer a regulatory framework concerning mergers and
acquisitions in the UK, namely, arrangement schemes (share purchase or assets purchase),
due diligence, warranties, indemnities, and disclosures.
Before addressing the issues, I must briefly highlight the structure for Mergers and Acquisitions
under UK law. This information will be critical to justifying my legal advice on the issues you
raised regarding purchasing ScienceTech Limited company. The law of contract documented in
the 2006 Companies Act of the UK serves as a legal core governing the selling and buying of
corporations. The Takeover Code governs how mergers and takeovers of particular
corporations in the UK. The Takeover Code has the legal power, and the Acquisition Panel has
legal authority on dealings covered by the Takeover Code. Any violation of the Takeover Code
regulations relating to the consideration provided for a target firm could result in the infringing
entity being obliged to reimburse any stakeholders who have lost money due to the violation. In
addition, failure to comply with the guidelines of offer and response paperwork may be a
criminal offence. The Panel has a mandate to issue judgements requiring parties that violate a
Takeover Code to either adhere to its terms or correct the violation. The court can enforce these
decisions as Section 955 of the Companies Act. Principles such as the ‘Caveat Emptor’ are at
the heart of commercial contracts such as mergers and acquisitions. In the subsequent sections
of my letter of advice to you, I will break down these common laws and counsel you on the
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issues you mentioned based on the UK’s common law system and merger and acquisition legal
framework.
1. The issue on AC Limited
Summary
Under UK law, share and asset sales are the two major types of acquisition. Each type of
acquisition differs from the other. The scheme of acquisition an investor chooses is usually
based on various factors, i.e., the needs and the interests of the investor seeking to acquire the
company, tax implications to both parties, and transfer of ownership practicalities. If you opt to
conduct a share purchase of the corporation, then your company will acquire its assets,
employees, and benefits of any contract the company has. However, you also assume the
previously existing liabilities and responsibilities. From an external stakeholder’s perspective,
share acquisition seems to have minimal impacts while the suppliers and customers continue
doing business with the new acquirer as they did with the predecessor.
If you opt for asset purchase, you acquire only the assets and liabilities you, as the buyer,
explicitly agree to accept, while the selling business typically retains everything else. The
workers are excluded from this standard operation; as per UK legislation, workers will often
immediately switch to the prospective buyer on their present conditions of employment. The
buyer may be required to notify and confer with them about the purchase intentions. There will
be a need to formalise the transference of contractual data, property investment, and some
proprietary rights. The approval of key customers and suppliers as well as landowners,
licensors, and other parties would almost certainly be necessary. Compared to a share
acquisition, there may be greater disruption to the firm. The acquirer may have to create trust
with the company’s suppliers and customers to continue current trade connections.
Recommendation
One of your concerns, Mr. Mansoor, was losing the contract with AC Limited, the leading
supplier company to STL limited, once acquired new ownership. According to the company’s
law of UK, share acquisition ensured the business is transferred as a going concern whereby
most staff, contracts, suppliers, and consumers remain with the new owners. Therefore, it would
be advisable to use this mode of purchase rather than assets purchase. Share purchase
acquisition reduces the transactions and complications associated with the transfer of
ownership. Share purchase also minimises costs associated with transfer taxes. Acquisition of
the company and retainment of AC Limited contract as the main supplier will be easier only if
this merger and acquisition strategy is applied. The terms of the contract between AC Limited
and Sciencetech Limited states that they may terminate their agreement if an acquisition is
made and the benefits of the contract are not to be handed over to new owners without the
consent of AC limited. Therefore, you will need to have a due diligence process with the owners
of STL to offer consent to AC Limited and renegotiate terms and conditions under which they
may terminate the contract.
The Caveat emptor is a common law principle rule, requiring you as an acquirer to discover any
defect to the business you are purchasing. Therefore, I would recommend that you inquire from
current owners about the business’s current outstanding liabilities. Then you can negotiate
which liabilities you like the new acquirer will be obligated to. Since the STL owners already
have accepted your offer, you need to be more inquisitive, requiring the owners to disclose data
on taxes, litigations, insurance, and regulatory concerns.
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2. Litigation Concerns
STL is a great enterprise with a potentially huge return to you as an investor. However, the
pending lawsuit poses a threat and a risk to you as an acquirer of the business. If the pending
risk is clearly understood and the risks addressed appropriately, then you can complete the
acquisition deal comfortably. Explained below are possible options to mitigate and address the
issue. However, each option needs its consideration of the risk and factors associated with the
approach.

1. Conduct Proper Legal, due diligence

Due diligence is a critical part of UK law’s merger and acquisition process. This process follows
after the contracting parties have reached an agreement. The acquirer should also have
identified that the acquisition aligns with his goals and done valuation of the business. Due
diligence is classified into three main categories: financial, legal, and commercial due diligence.
The purchaser’s staff often performs commercial due diligence. It entails the exchange of
information regarding broad problems with regard to the targeted company’s activities and those
of the purchaser. It is recommended to address the market’s current dynamics in which the firm
works, its weaknesses and strengths, competitors, and sales and marketing. The findings made
during commercial due diligence will aid in the direction of financial and legal due diligence and
the identification of potentially critical concerns at a preliminary phase. Typically, accountants
would do financial due diligence on a target company, with the emphasis on those aspects of
the corporation’s financial dealings that are important to the purchaser’s decision to acquire.
This technique will often assist in identifying the most advantageous purchase and financing
arrangement. The legal due diligence phase is the most in-depth of the procedure. It is geared
to the specific needs of each organisation and will often concentrate on the areas uncovered
during commercial due diligence. The areas that are perceived to pose the highest risk to the
acquirer will be subjected to the most intense scrutiny. Other concerns like environmental
degradation, reputational problems, tax compliance issues, and pending litigation should be
explored throughout the legal due diligence procedure.
In your case, Mr. Mansoor, the due diligence process has raised the issue of a lawsuit
amounting to approximately 1 million Euros. The customer’s lawsuit is based on the argument
that the equipment supplied was defective. Using due diligence, run an investigation involving
litigation counsel to help you comprehend and accurately evaluate the lawsuit’s risks, costs, and
likely outcome. Through this assessment, you can devise a strategy on how to address the
pending risks and liaise with the owners of the company. This way, you can avoid acquiring a
liability that might cost the newly acquired firm millions of losses.

2. Draft an Agreement on the Costs Associated with the Law Suit

Since the lawsuit claims are true, you, Mr. Mansoor, can negotiate and agree on the parent
company bearing liability for any fines and payments to be charged to the company if the jury’s
decision goes against the company. However, in exchange for the lawsuit risks, bargain a lower
acquisition price in exchange for covering a certain percentage of costs if the lawsuit ruling is
against the company. Picking the strategy options I mentioned should depend on the finding
from the due diligence process.
3. Agree on Control of Defense
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Since the claims on the lawsuit have been identified to be factual, by acquiring the company on
share purchase which is the most convenient option, you should be prepared to assume full
autonomy over defence strategy to safeguard the new acquisition. The legal proceedings are
likely to cost the business a lump sum of funds for inherited liabilities. It would be most
appropriate to draft terms on compensation for legal fees incurred during the legal proceedings
before completing the acquisition with the seller.
4. Review the Asset Purchase Option
Based on your situation assessment, you should consider the assets purchase acquisition
rather than the share price if you find the risk too huge to continue. You can leave liabilities with
the seller in the asset acquisition rather than inherit them after acquisition. However, the tax
costs might be significantly higher, assignable contracts will be constrained, and assets will
require retitling, which could be quite tedious. Therefore, I recommend you take the share
purchase option but review the approaches as mentioned earlier to mitigate the risk.
5. Consider the Representations, Indemnifications, and Warranties
Warranties constitute contractual guarantees in the purchase and sales contract concerning the
target firm or business to safeguard the buyer from liabilities that might arise. If any of
the guarantees are false, the company’s owner may be obligated to compensate for damages to
the customer under a violation of warranty action. Warranties are frequently among the most
discussed components of merger and acquisition deals. Warranties also fulfil the dual role of
motivating the seller to offer extra information about the firm or business via the disclosure
process. The seller will write a transparency document supplementing the assurances with
factual facts laying out the real condition of circumstances. If a serious problem is uncovered
during the disclosure process, providing it does not block the transaction altogether, it will
normally be handled with dynamic pricing or indemnification in the acquisition agreement.
Usually, the seller is compelled to offer particular indemnities to the acquirer. These are more
precise compared to warranties and are often intended to safeguard the customer against
certain risks or defined obligations. Typical instances are a succession of tax indemnification on
a share acquisition or indemnities to resolve troublesome concerns uncovered during due
diligence. The fundamental difference is the foundation of any lawsuit by the acquirer for
violation.
My advice to you, Mr. Mansoor, would be to ensure that all the information unveiled regarding
the lawsuit is accurate so that you can efficiently include the litigation risks into the acquisition
transactions. To protect your interest as an acquirer, ensure the company’s indemnification to
you contains the litigation risks listed during the due diligence process. For additional protection,
I would recommend that you agree to withhold a certain percentage of the purchase price until
the legal proceedings of the pending lawsuit are completed.
3. Competitor Concerns
A speedy process is crucial to beating competitors and securing the acquisition before the
competitors do. You can employ several strategic measures to achieve a speedy acquisition
process. These processes include faster-collecting company data from externally available
sources, prioritising the acquisition procedure, and managing synergy expectations. Company
data in the UK is easily available to the general public since companies are required by the law
to file financial statements publicly. These publicly available information resources can be
utilised to minimise negotiations and interactions with the target company and avoid raising any
concerns. Prioritising the target, you seek to acquire can be a resourceful activity. Before
revealing your prize offer conducting additional background research and information collection
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through your financial advisors can offer you a more concrete intent and needs of the selling
company. You can be strategic enough to align your interest with the sellers through this tactic,
therefore beating competitors. This process’s utilisation and proper conduct can help your team
comprehend the negotiation levels necessary to close the deals before your competitors do.
Acquiring a competent lead advisor is also necessary to address competition issues. A good
lead advisor can help you develop appropriate negotiation time frames and due diligence, ease
the preparation of the Confidentiality and Exclusivity Agreement and help create sound tactics
and strategies to confront the seller.
Mr. Mansoor, you mentioned that there are other parties interested in acquiring STL and that it
is essential that all these efforts made so far bear fruits by ensuring you don’t lose the
acquisition. One way to protect against this risk is speeding up the preparation, planning, due
diligence processes and ensuring the deal is finalised within the shortest time possible. I
suppose the STL business is under auction form of sale. Since your first offer was accepted, I
recommend you finalise the purchase valuation concerns and identify your standard purchase
price offer. If you bid, providing justifications for that acquisition valuation will give you an upper
hand and ensure you win the bid. These price offers also include your list of assumptions since
your bidding value is based on the information provided. Earlier commencement of integration
planning and strategy will be a good indicator and your serious interest in the business, and
sooner than later, the seller will land you the acquisition agreement on favourable terms.
4. Purchase Price Concerns
Summary
Valuation of a commodity is an art that is dependent on several factors. Setting the worth of a
company at a specific price can be a tedious task. Both hard and soft figures are included in
developing formulas that accountants use in company valuation. The hard figure includes sales
history, assets, liabilities, and cash flow projections. In contrast, soft figures include earning
projections, potential cash flows, and valuations such as brand identity, patents, and other
intellectual properties the company holds. An acquirer, your purchase offer should be based on
recent financial statements of the corporation such as income statements, profit and loss
accounts, etc. These financial statements only display the chronological situation up to the latest
accounting date, and there exists a period before completion that they do not include. As a
result, stakeholders often agree to generate a series of completion accounts after the project is
completed and the deadline is reached. If the fiscal situation portrayed in the completion records
deviates from the anticipated position, the purchase contract will specify a technique for
adjusting the purchase cost after finalisation. The main price adjustment strategies are utilised:
adjustment of net assets (NAV), adjustment of working capital, and net current assets (NCAV).
For the working capital methodology, the acquirer pays for any working capital in the firm at
closure that exceeds an agreed-upon level of ‘ordinary’ working capital or receives a reduction
in price if working capital is less than the agreed-upon standard. NAV method is determined by
calculating the net valuation of the firms’ assets during the closure, i.e., the total assets less the
total liabilities, taking care of both long-term obligations and fixed assets.  After completion, the
acquisition price is modified to determine that the actual NAV varies from the agreed firm’s NAV
value. All of the company’s obligations are subtracted from the worth of its account
receivables alone utilising the NCAV technique. If the NCAV upon completion varies from an
agreed-upon target NCAV number, the acquisition cost is modified accordingly.

Recommendations
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Through completion accounts just like your accountant had suggested to Mr. Mansoor, it is
possible to develop an accurate estimate figure of the acquiring company’s valuation. Ensure
you keep your accountant engaged in the transaction and request that the seller’s accountant is
at your disposal for any clarifications. As early as possible, the seller’s auditor should
disseminate a draft completion balance sheet of the firm to you, the acquirer, and the seller, so
that both parties can anticipate the probable ultimate purchase price modification. Doing so
enables you to comprehend the transaction’s cash flow needs and makes the seller
conscious of the anticipated quantity of sales revenues. Both your accountant and the seller’s
accountants will have to go over the scheduling system in the acquisition agreement that relates
to the methodology for preparing the completion accounts, policies of accounting, the
doctrines to be adopted, and the layout of the finalisation accounts to advise appropriately and
justify the $200 million valuations or find a new agreeable acquisition price.
Building of financial model can be an integral step towards the actual valuation of the STL
company. Through in-depth analysis of its financials, you as an investor can make an informed
decision on the company’s valuation while submitting your offer. Financial model analysis helps
you assess the risks associated with the business and evaluate its growth potential.
Further Advice and Considerations
Concerning liabilities, in recent years, there has been a trend in the UK whereby companies run
huge staff pension plans that have accrued, resulting in substantial liability. Since share
purchase acquisition means you will inherit these debts, I recommend developing an integrity
due diligence team to investigate the management and staffing situation at ScienceTech
Limited. This is a critical step to avoid pension deficit, a common phenomenon in the region.
Also, it is essential to develop an optimal transactional structure with the help of a financial
advisor. Besides financial management, you need to consider taxing issues, assets of the
company, and continuity in management. All these stakeholders are critical factors to the
success of your proposed acquisition Mr. Mansoor.
It is important to recognise that making the transaction subject to English Law might not protect
it in all circumstances, as local laws can sometimes apply in varied ways. Are you concerned
about the position in relation to any particular aspect of the negotiations or any specific country?
If so, I can seek to advise more specifically in relation to this matter, calling on the expertise of
relevant Charter & Henry international offices, if appropriate.
I hope that this helps to clarify the position, but do let me know if I can help further in relation to
this area.
Yours sincerely
Mina Ravat
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MEMORANDUM

To: Nisha Dewan

From: Mina Ravat
Matter: Provisions on Supply Contract between STL and BioCore Inc
Date: December 2022

QUESTION PRESENTED
Under the English law jurisdiction, did the former STL Company owners breach the contract
warranty that “No key contract of Target contains unduly onerous provision” by offering to Mr.
Mansoor share purchase of STL regardless of their contract with STL, which requires the new
acquirer to make monthly purchases that are estimated to costs nearly £5 million within four
years?
SHORT ANSWER
Yes, even though the sellers provided the BioCore contract to Charter and Henry during due
diligence, they did not honour the principle of caveat emptor under the common law of the UK.
The caveat emptor principle means that “let the buyer know. “ Therefore, not informing Mr.
Mansoor of the provision requiring STL to make a substantial purchase of goods on a monthly
basis for four years was a breach of warranty. Among the share purchase agreement warranties
was one that claimed no key contract contains any unduly onerous provisions. Evaluating the
situation, letting a contract approximately cost the company £5 million is a breach of this
warranty.
FACTS
Mr. Mansoor opted to structure the agreement with STL owners as a share purchase
agreement. The final purchase price of STL was £190 million. The transaction was subject to
English law and the English court jurisdiction under the share purchase agreements terms that
the two parties reached a consensus to. Finding a supply contract between STL and BioCore
containing heft provisions surprises Mr. Mansoor. He was not made aware of this provision
during due diligence. The provision is problematic to the firm since it might result in up to £5
million costs. Following an investigation, several other facts come into the limelight. The
BioCore contract has a requirement for STL to make a huge minimum purchase of goods every
month. The SPA includes a warranty that none of the Key Agreement of Target has any
unreasonably onerous clauses.
“The BioCore Contract has some limits and purchase conditions,” according to the Disclosure
Letter, in connection to this guarantee.
It was also sent to Charter & Henry as part of the due diligence process, but the problem of the
minimum purchase requirement was never brought to Mansoor Al-Nabhani. This condition is
included in the SPA: “Except for the circumstances stated in the Disclosure Letter, no other
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matter of which the Buyer has actual, constructive, or imputed knowledge shall preclude the
Buyer from asserting a claim for breach of Warranty.”
In addition, the SPA includes several provisions, which we will discuss in the subsequent
section. The seller’s total responsibility for any claims arising out of a breach of warranty must
not exceed £190 million in the aggregate. The seller shall not be responsible for any claim for
breach of warranty for which the buyer is entitled to collect damages from a third party unless
the seller has been negligent. The seller shall not be liable for any claim for breach of warranty
unless: The Seller’s liability in respect of such claim exceeds £1,000; The amount of the seller’s
liability in respect of such claim, together with any connected claims, when aggregated with the
seller’s liability for all claims exceeds £20,000, in which case the seller shall be liable for the
entire amount claimed, and not only the amount by which the threshold in this clause is
exceeded.
DISCUSSION
The legal matter in discussion follows a recent discovery by Mr. Mansoor that the seller of STL
had a contract with BioCore whose provision demand that the makes monthly expenditures on
purchasing their products for not less than four years. This contractual agreement between the
former STL owners and BioCore was handed down to Mr. Mansoor, the new owner. The above
contract raises the question of whether STL sellers breached the SPA warranty contract
agreement. Facts identified from investigations and the rules under English jurisdiction suggest
that the seller breached their contract.
The basis of the breach of contract emerges from the finding that the seller guaranteed and
assured Mr. Mansoor that none of them contained any onerous provisions among the contracts
handed over to him in the share purchase agreement. An onerous provision within a contract
means unavoidable costs incurred in fulfilling the contractual obligations that exceed the
economic gains acquired from the contract. The contract between STL and BioCore demands
that the company purchases a minimum number of goods every month for not less than four
years. From calculation estimates, the least amount to be spent fulfilling this agreement will
accrue to at least £5 million. There are no aforementioned economic gains from this contract,
yet the company is expected to incur massive expenditures in fulfilling this contractual
obligation. Broadly this is a violation of the SPA warranty the buyer provided to Mr. Mansoor.
The SPA is a legally binding contract between the buyer and the seller. A breach of contract
emerges when one of the contracting parties becomes non-compliant with the contract terms.
Before concluding whether the seller of STL violated the breach of contract, we will review the
facts from the investigation, reassess what the English law states and review the warranties the
seller provides in the SPA agreement. Through this in-depth analysis, a conclusive decision is
reached, ensuring Mr. Mansoor’s interests are protected, and if the breach of warranty occurred,
he is given the appropriate compensation.
In English law, the doctrine of Caveat emptor is an integral part of the Sale of Goods Act 1979.
The doctrine means the buyer should be made aware. Despite the fact that it is no longer used
in consumer law, the caveat emptor doctrine is typically recognised to extend to commercial
transactions, except if the evidence is provided the seller had a clear knowledge edge over the
purchaser that couldn’t be overcome by sufficient due diligence. The example below is an
example of a case law based on caveat emptor doctrine.
Case Law of Chandler Vs. Lopus in 1603
This case is renowned in England’s common law. It established the caveat emptor principle by
distinguishing between warranties and simple statements. For something he believed was a
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bezoar stone, a guy paid £100. It was a pebble that grew in the intestines of animals and was
formerly thought to have mystical healing powers. The seller claimed it to be a bezoar stone.
However, this was not the case. The buyer filed a lawsuit demanding £100 purchase money to
be refunded. The report does not detail how the claimant found that the bezoar didn’t work. The
court had to decide if the spiel was just market sellers’ normal loud talk when selling their items
or whether there had been genuine deception in the deal. The customer had no claim to a
refund, according to the Exchequer Court, since “the mere assertion that it would be a bezoar
stone, with no warranting it to be such, is no legal claim.” The majority of the jurists decided that
the buyer would have to prove either the seller was aware the stone wasn’t a bezoar, wherein
the seller would be responsible for the deception, or that the seller had guaranteed that the
stone was indeed a bezoar, where in that case the seller was guilty of breach of warranty. The
buyer’s case was dismissed because the seller was not accused of doing one of these acts
throughout this instance. In the 19th century, the law began to evolve with the implied warranty.
The seller may argue that they fulfilled caveat emptor during the transaction by availing it to
Charter & Henry firm. However, facts from the investigation indicate that the issue of the
minimum purchase order was never reported to Mr. Mansoor. Even investigation findings
indicate that the disclosure letter only stated that BioCore Contract contained particular
restrictions and purchase requirements. However, there is no mention of particulars of the
contract, and no due diligence could have uncovered the information. The implications of this
are that the buyer was at a disadvantage in this case.
The SPA agreement warranted Mr. Mansoor that no contract that STL handed over contained
onerous provisions. The seller has violated this warranty. Mr. Mansoor’s legal team should
confront the sellers for litigation on remedies to the breach of contract.
CONCLUSION
Finding from our research indicate there was a breach of contract, and since the SPA contract
provided warranties on remedies to partake if there was a breach, Mr. Mansoor should seek
further action. Since the warranty deal was that if the breach of contract claims exceeded
£1,000, the seller would take responsibility for the claim. The breach of contract costs the
business approximately £5 million, which exceeds the limit under the clause. Also, there are no
other third parties liable for the breach of contract, and the seller is fully responsible for the
breach. Therefore, the seller can decide to negotiate the contract terms with BioCore and
terminate the contract or adjust its terms or opt to offer compensation to Mr. Mansoor for the
huge costs incurred in fulfilling the contract. If the seller claims to be informed claims not to have
breached the contract warranty, then Mr. Mansoor’s legal team should file a lawsuit against the
sellers.
If you need any additional support with regard to the issue, let me know,

With regards
Mina Ravat
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Annexure – 1
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