Vianet PLC was a leading Aim-listed telecoms business offering wireless connectivity and telemetry primarily to the vending market-place. In December 2008 the Vianet business was acquired by another Aim-listed company, Brulines PLC, with the strategic intent to bring together the two companies operations within the vending and leisure markets.
Following the acquisition it was apparent that one area of the Vianet technology platform, specifically ‘M2M’ machine to machine connectivity was not part of the core strategy and the Vianet management team responsible for this division felt there was an opportunity for a management buyout.
As part of the Brulines and Vianet transaction, Rockworth were engaged to assist and advise on the MBO of the Vianet M2M business. Whilst the overall transaction had a number of features, it was decided that the most productive way forward would be to for the management team to forgo some of their benefits from the Vianet acquisition in order to reduce the level of external financing required. Two external investors were also located to provide both finance and strategic input.
The resulting transaction saw the successful completion of the management buyout with the business renamed as Arkessa and which continues to thrive in its niche, having developed a clearly differentiated service offering to the mobile networks. Dundas & Wilson LLP worked alongside Rockworth as legal advisors and Brulines were advised by Gordons LLP and Brewin Dolphin.
Whilst undertaking the Management Buyout alongside the sale to Brulines added significant complexity to the transaction, the various features allowed a great deal of flexibility in terms of negotiations. Brulines PLC were specifically interested in certain aspects of the management team’s expertise and as a result of the acquisition had very specific liabilities to individuals involved. We were therefore able to use each of these features in the context of the overall deal and obtain a result which satisfied the needs of all parties.
I am pleased to confirm that the sale of Vianet’s m2m interests to the management team led by Ian Orrock was completed last night. Vianet also retain a small interest in the new business. I’m sure you will join me in wishing the m2m team well in this exciting new phase for them.
James Dickson, CEO Brulines PLC
Thank you all for your input, well done on getting this done.
Ian Orrock, CEO Arkessa Limited