International Mergers & Acquisitions

Myerson Solicitors advised EFCIS, a specialist trade credit insurance broker, on the strategic sale of a minority stake to a leading Australian trade credit insurance group.

The transaction was designed to strengthen EFCIS’s international position and support its long-term growth strategy. Myerson’s Corporate team provided comprehensive advice on the structure and negotiation of the investment, working closely with the shareholders to achieve a commercially favourable outcome.

The wider Myerson team also advised on commercial and employment aspects of the transaction to ensure a smooth transition and continuity of business operations.

Myerson comment from Ryan Fletcher:

“This deal represents a significant milestone in EFCIS’s growth and highlights the increasing global collaboration within the trade credit insurance sector. We look forward to seeing EFCIS and its new strategic partner thrive in their future collaboration.”

Client Introduction: The Steuler Group

The Steuler Group, a German corporation specialising in industrial linings and environmental and pickling technology acquired approximately 75% of Ancorite Surface Protection, a Cheshire-based firm specialising in floor coatings and surface protection solutions.

The strategic move marked a substantial expansion of Steuler Group's presence in the UK and Irish market.

Myerson Solicitors played a key role in enabling this acquisition, providing valuable advice and support to Joerg Borkowsky, Kristoffer Weinandy, and the entire Steuler Group team throughout the transaction.

Steuler Group's acquisition of Ancorite Surface Protection granted it access to the UK and Irish market, along with new opportunities for growth and expansion in terms of market sectors, products, and services.

The strategic move assisted by Myerson's Corporate and Manufacturing lawyers supports Steuler’s global presence and emphasises its status as a global leader in the industry.

Client Introduction: TÜV Rheinland

TÜV Rheinland, a recognised worldwide technology firm, sought the expertise of the Myerson Corporate team, led by Senior Associate Ryan Fletcher, in the acquisition of D/Gauge, a renowned UK railway clearance company.

TÜV Rheinland, an international leader in technology services, recognised the strategic significance of acquiring D/Gauge.

The acquisition aimed to expand TÜV's service portfolio in the UK, opening up new synergies and growth opportunities for the entire group.

D/Gauge is a market leader in the railway clearance industry, seamlessly interfacing with track maintenance, vehicle design, and railway operations.

The successful partnership showcases the expertise of Myerson’s Corporate and Manufacturing lawyers in enabling strategic acquisitions in the Manufacturing sector.

Myerson advised Netherlands-based Its Value Consultancy B.V., part of Improven Group, on its acquisition of the remaining one-third shareholding in UK-based Its Value Limited, completing the buyer’s transition to full ownership of the business.

The shares were acquired from the outgoing minority shareholder, who remains involved with the business in a consultancy capacity. The transaction enables Improven to streamline governance and support the next phase of growth for the group’s UK operations. Myerson provided comprehensive cross-border advice throughout the transaction, including structuring the acquisition, negotiating the share purchase arrangements and managing the matter through to successful completion.

Client Intro:

Case Overview:

Our work included:

• Reviewing and advising on facility agreements, security documents, and guarantees under English law.
• Identifying and resolving English law issues arising from the financing arrangements.
• Supporting JB Law in negotiations to ensure compliance and to mitigate legal risks.
• Delivering timely, commercially focused advice to meet tight transaction deadlines.

"We were pleased to assist JB Law with their high-value and logistically complex cross-border financing transactions. The unique nature of the assets and the phased security structure required precise legal analysis under English law. Our ability to provide clear, practical advice within the required timeframe reflects our expertise in handling complex international matters and supporting clients operating across multiple jurisdictions."

Cross-border mergers and acquisitions (cross-border M&A) are transactions in which the buyer and target companies are based in different countries. They include international acquisitions, mergers, strategic investments, joint ventures, and business disposals involving businesses operating across multiple legal jurisdictions. 

Cross-border M&A allows organisations to expand into new markets, acquire new technologies, diversify their customer base, and strengthen their competitive position internationally. However, these transactions are more complex than domestic acquisitions because they involve multiple legal systems, regulatory frameworks, tax regimes, employment laws, and cultural considerations. 

 Our International M&A solicitors advise businesses and investors on cross-border transactions with a UK element, working alongside overseas lawyers where advice is required in other jurisdictions. 

Businesses pursue international mergers and acquisitions for a range of strategic and operational reasons. A well-planned merger or acquisition can help a company enter new markets faster, strengthen its competitive position and access new customers, products, and capabilities. It can also support growth by bringing in specialist talent, improving supply chain resilience, and achieving economies of scale. 
 
For many buyers and sellers, international M&A is also a practical way to execute business strategy - whether that means acquiring a target company with valuable intellectual property, expanding distribution, or restructuring operations to improve efficiency across jurisdictions. 

Common objectives include: 

• Expanding into new international markets 
• Acquiring new products, technologies or intellectual property 
• Entering new customer sectors 
• Diversifying operations geographically 
• Strengthening supply chains 
• Achieving economies of scale 
• Accessing specialist talent 
• Increasing shareholder value 
• Accelerating growth more quickly than organic expansion 

 Whatever the commercial rationale for the transaction, careful planning and coordination between the relevant legal and professional advisers can help businesses manage risk and achieve their long-term objectives.

While many core legal principles are similar, international transactions present additional challenges not typically encountered in domestic acquisitions. 

Cross-border transactions often involve: 

• Multiple legal jurisdictions 
• Different corporate governance requirements 
• Foreign investment controls 
• National security regulations 
• Currency and foreign exchange considerations 
• International tax planning 
• Different employment laws 
• Data protection requirements 
• Cultural and language differences 
• Multiple legal advisers across jurisdictions 

Where a transaction involves more than one jurisdiction, we work closely with the client's other professional advisers and local lawyers to help ensure the relevant workstreams are coordinated effectively. 

Although every transaction is different, most international acquisitions follow a structured process. 

Strategic Planning 

Understanding commercial objectives, identifying target jurisdictions and selecting the most appropriate acquisition structure. 

Heads of Terms 

Negotiating the principal commercial terms before commencing detailed legal work. 

Due Diligence 

Reviewing the target business across multiple legal disciplines, including corporate, commercial, employment, intellectual property, property, regulatory and compliance matters. 

Structuring the Transaction 

Determining whether a share purchase, asset acquisition, joint venture, or investment structure is most appropriate. 

Negotiation of Transaction Documents 

Preparing and negotiating the Share Purchase Agreement, Disclosure Letter, Shareholders' Agreement, and related documentation. 

Regulatory Approvals 

 Identifying and managing relevant competition, foreign investment, national security and other regulatory requirements, with local legal advice obtained where necessary. 

Completion 

 Coordinating signing and completion with the parties and their legal and professional advisers. 

Post-Completion Integration 

Where required, supporting business integration, governance, employment matters, contract transfers, and ongoing legal compliance.

International acquisitions carry additional legal and commercial risks compared to purely domestic transactions. 

Common risks include: 

• Incomplete or inconsistent due diligence 
• Regulatory approvals delaying completion 
• Foreign investment restrictions 
• Cultural differences affecting negotiations 
• Currency fluctuations 
• Unexpected tax liabilities 
• Employment law issues 
• Intellectual property ownership concerns 
• Data protection compliance 
• Political or economic instability 
• Difficulties in integrating operations after completion 

Working with experienced international M&A solicitors helps identify these risks early and develop practical strategies to mitigate them.

Currency fluctuations can significantly affect the value of an international acquisition between signing and completion. 

Exchange rate movements may: 

• Increase the overall acquisition cost 
• Reduce sale proceeds 
• Affect financing arrangements 
• Impact earn-out calculations 
• Influence working capital adjustments 

Depending on the transaction, buyers and sellers may use foreign exchange hedging, fixed exchange rate mechanisms, or pricing adjustments to reduce exposure to currency volatility. 

 Depending on the transaction, appropriate financial and tax advice should be obtained alongside the legal advice to ensure currency and foreign exchange risks are carefully considered. 

Tax considerations are quite often central to the structure of any international acquisition. 

Key issues often include: 

• Corporation tax 
• Capital gains tax 
• Withholding taxes 
• Transfer pricing 
• VAT 
• Double taxation treaties 
• Stamp taxes 
• Early tax planning can significantly improve transaction efficiency and reduce unnecessary liabilities. We work alongside specialist tax advisers to ensure transactions are structured as effectively as possible. 

Completing the deal is only the start. In cross-border mergers, the real test is integration, bringing together teams, systems, and ways of working so the acquisition delivers long-term value. 
 
Cultural and operational integration can be challenging in international M&A. Differences in management style, communication norms and workplace culture may affect employee engagement and retention. Meanwhile, aligning operating processes, harmonising contracts, and supplier relationships, and combining technology platforms can create delays if they are not planned early. 
 
Our International M&A solicitors advise on the legal issues arising during post-completion integration and work alongside clients and their other advisers to help manage the transition. 

Common integration challenges include: 

• Aligning management teams 
• Integrating employees and workplace culture 
• Harmonising contracts and supplier relationships 
• Combining technology systems 
• Protecting intellectual property 
• Managing regulatory compliance across jurisdictions 
• Integrating financial reporting 
• Establishing new governance structures 

Our multidisciplinary Corporate, Employment, Commercial and Property teams continue to support clients after completion, helping businesses integrate operations smoothly while minimising disruption.

Cross-border mergers and acquisitions can deliver significant strategic and operational advantages when transactions are carefully planned and successfully integrated. Beyond immediate growth opportunities, international M&A enables businesses to strengthen their market position, improve operational efficiency and create long-term value. 

Strategic Benefits 

International acquisitions can help businesses: 

• Enter new international markets more quickly than through organic growth. 
• Increase market share and strengthen their competitive position. 
• Diversify revenue streams across different countries and sectors. 
• Acquire valuable intellectual property, technology, and innovation. 
• Expand product and service offerings. 
• Access skilled talent, specialist expertise and established management teams. 
• Strengthen global brand recognition and customer reach. 

For many businesses, cross-border M&A provides a faster and lower-risk route to international expansion than establishing operations from scratch. 

Operational Benefits 

Well-executed international acquisitions can also improve day-to-day business performance by: 

• Creating economies of scale and reducing operating costs. 
• Improving supply chain resilience through geographic diversification. 
• Increasing purchasing power and operational efficiencies. 
• Combining manufacturing, distribution, or logistics capabilities. 
• Sharing best practice, technology, and operational expertise across an enlarged group. 
• Streamlining corporate structures and governance following international acquisitions. 
• Enhancing resilience by reducing reliance on a single market or jurisdiction. 

Realising these benefits depends on effective due diligence, careful transaction structuring, and successful post-completion integration. Our International M&A solicitors advise on the legal aspects of the transaction and work closely with clients and their other advisers to help manage legal and regulatory risk.