Spectra Systems Corporation acquires Cartor Holdings Ltd

We provided transaction support to Spectra, a leader in machine-readable high speed banknote authentication, brand protection technologies and gaming security software, during their acquisition of Cartor, a leader in the security printing industry. This involved providing financial and tax due diligence, buy-side support, and SPA advice.

Jon Dawson, Partner & Head of Creative, Media and Technology commented:

“We are absolutely delighted to have supported the Spectra team on their strategic acquisition of Cartor, enhancing the Group’s presence in the UK and consolidating the supply of a key product within the newly enlarged Group. We look forward to seeing the acquisition deliver enhanced product development capabilities and open new sales opportunities.”

Edward Spies, Chief Financial Officer at Spectra Systems Corporation commented:

“The team was invaluable in providing guidance and support that led to a successful outcome for both the buyer and seller. The haysmacintyre team were extremely professional and thorough in their work. The transaction was a bit unusual as the sellers were to carve out the manufacturing building to hold in a new entity which would be the go forward landlord. The team were able to thoroughly understand and communicate the process and any risks which helped us make a more informed decision. We were impressed with their attention to detail and their ability to communicate complex financial information in a way that was easy to understand.”

EMI advisory support for media business

haysmacintyre advised on the sale of a UK group to a US private equity buyer. The deal value of up to £35m consisted of cash, buyer’s equity and earn out. We delivered detailed sales tax support throughout, including:

  • Implementation of EMI options (HMRC valuation, legal documentation, HMRC reporting) in the run up to seeking a sale.
  • Comprehensive analysis on whether shortening the Target’s year end increased the value of its tax attributes for the vendor shareholders (their total cash value equating to circa £3m).
  • Drafting of tax asset schedule of the share purchase agreement (SPA), including EMI share option deduction relief, R&D, tax losses and US tax assets.
  • Assisted in answering specific tax due diligence queries, including analysis of past share acquisitions by employees/directors to demonstrate that no significant tax risk existed, despite absence of US Section 431 income tax elections.
  • Advice on US buyer acquisition structure (consisting of a chain of LLCs) and the risks to the vendor shareholders in qualifying for Capital Gains rollover.

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