Morrells is the UK’s largest manufacturer and distributor of high performance industrial wood finishes and application equipment. Typical applications for its products include kitchen, furniture and flooring manufacture, general joinery and interior fit-out products. The business has a manufacturing facility near Manchester and a distribution centre in Nottingham serving both customers and Morrell’s own network of trade counters in the UK and Ireland.
Founded in 1902, four generations of the Morrell family had successfully grown the business, prior to bringing in a professional non-family management team in recent years. The shareholding of the business comprised of over 50 family members, who between them held 85% of the equity, and three management team members who held the balance.
Following an unsolicited approach from RPM International (RPM), a large US-headquartered manufacturer of high-performance coatings, sealants and specialty chemicals, the Morrell family felt it was the right time to consider a sale of the business. They appointed Catalyst to advise them on the merits of the RPM approach and the other options open to them.
What difference did we make?
In parallel with regular meetings with RPM to progress their interest, we screened alternative trade acquirers to assess the quality of RPM’s offer. Using our industrial sector knowledge, contacts and international partners we identified a number of parties interested in acquiring the business. However, from the knowledge we gained in this screening exercise, we were able to advise the shareholders that RPM was the most suitable counterparty to meet their objectives.
Preparatory work included completing tax planning and preparing the business for a rigorous due diligence exercise. Being ‘deal ready’ meant we were able to negotiate a price increase and improved commercial and legal terms. We then ensured the shareholder group understood the merits of the offer and were ready to transact once the deal was agreed.
We managed the deal to completion, which included a thorough buyer financial, legal and environmental due diligence exercise and the agreement of a Sale and Purchase Agreement appropriate to the wide shareholder base. This included putting in place a robust warranty and indemnity insurance policy for the sellers.
Family representative, FT Morrell