EXPLORERS TRAVEL CLUB
Explorer’s Travel Club were the UK’s leading operator of diving holidays, primarily to Sharm-el-Sheikh in Egypt, with revenues of c.£10m and profits of c.£500,000. It was owned by Brian McGee who founded and built the business over a 20 year period. Stewart Lambert worked closely with Brian for 12 months assessing his options and deciding whether to sell the company in its entirety to one of the major tour operators or to undertake a partial sale to a venture capital company.
Brian decided that a total sale would be the most suitable option and would meet all his objectives. Stewart put together a disposal process and prepared an Information Memorandum selling the benefits of acquisition to potential acquirers. Explorers received a wide range of offers from the major operators that were significantly in excess of Brian’s expectations. Brian decided to proceed with TUI and sold the business for a maximum consideration of c.£10million comprising cash at completion and future payments that depended on the performance of the business. The transaction was complicated by the unrest in Egypt and Sharm-el-Sheikh during the sales process but through hands on management, Stewart ensured TUI remained committed to the acquisition through highlighting the long term strategic benefits.
Real Holidays is a North London single branch travel agency business, owned by Philip Davies, with an exceptional turnover of c. £5m. The business specialises in tailor-made arrangements for high net worth individuals. Philip wished to retire from and capitalise on the value of his business. He engaged Richard Atkinson to advise and assist on finding a buyer, a challenging task at a time when the appetite for travel sector acquisitions was very weak due the global economic malaise and the effects of various adverse political and climatic events such as volcanic ash and the Arab Spring.
Whilst the number and range of possible buyers was extensive there were few obvious candidates to be targeted. Accordingly, it was decided to carry out an extensive marketing exercise in the search for a suitable buyer. In preparation, various initiatives were undertaken to improve the provision of sales and financial information and marketing planning and to protect the company’s intellectual property.
An initial long list of over eighty possible buyers was contacted and some twenty copies of a detailed Information Memorandum were sent out to those who showed a serious interest. Initial meetings were held with a number of interested parties, including members of the company’s management team. Eventually three formal offers were submitted and, after a period of negotiation an deal which met Philip’s financial and personal aspirations was agreed. Heads of Agreement were signed and a period of exclusivity granted to Bailey Robinson, a specialist top end tour operating business. Due diligence was carried out and contracts prepared and agreed, including a service agreement with Philip Davies. This required him to continue to work in the business for two years, coinciding with the earn-out period which formed a part of the overall consideration for the business.
EDWIN DORAN TRAVEL
Having previously advised him on another project, the owner of Edwin Doran Travel asked Richard Atkinson to advise following an approach from Tui plc regarding the potential acquisition of his successful school sports tours business, the market leader in its niche. The initial indicative verbal valuation represented an attractive multiple of earnings which resulted in a decision, in principle, to sell, provided this offer was sustained and various supplementary points agreed.
Further discussions with Tui were initiated to clarify and formalise their offer. At the same time a marketing process was rapidly enacted to investigate the appetite of alternative potential purchasers. As a result of this, meetings and discussions were held with various other potential buyers before the decision was finally taken to sell to Tui. This introduced vital competitive tension into discussions with Tui as well as providing valuable benchmarks of value for the vendor.
The due diligence and contract negotiations were protracted, complex and rigorous processes. Attempts to downgrade the earnings multiple were successfully resisted and agreement on full payment of substantial net asset values reached. Rental properties held on the balance sheet and a subsidiary travel agency were successfully demerged and a tax efficient trust established to receive the proceeds from the sale. Edwin Doran now works in a part-time advisory role within Tui’s Education division of which his former business is part.
Rainbow Tours was a highly successful tour operator which specialised in providing high end de tours to various African countries. Within a short period of time Roger Diski, owner of the business, received approaches from Holidaybreak plc and Western & Oriental plc (W&O) regarding the possible acquisition of his business. Having previously attended one of Richard Atkinson’s training seminars on “Buying and Selling Travel Companies”, Roger asked him to advise and assist in responding to these approaches. At that time, Roger was very undecided as to whether a sale of his business was the right course of action to pursue at that time, and what might represent a reasonable and realistic valuation.
As well as continuing discussions with the two interested parties, other potential trade buyers were approached to test the market and introduce a further competitive element into the process and which resulted in a further offer being received for the business. As a result of the discussions with W&O their offer was improved, both in terms of value and by maximising the cash element in the transaction, and by achieving a full “pound for pound” payment for net asset values on the balance sheet. As a result of this, the decision was taken to sell to W&O and, with all the key elements of the deal successfully negotiated, the contract process went smoothly and the sale of Rainbow to W&O rapidly completed.
Travel Class were a specialist provider of residential activity courses and ski trips for schools and was originally located in New Milton, Hampshire. Stewart Lambert was approached by the management team of Ian Finlay and Lisa Wright to assist and advise them on their management buy-out. Stewart worked with the management team to produce a business plan and secured financing on attractive terms from a bank and venture capital company. The business was acquired for c.£2.5million.
Approximately 12 months after completing the MBO, the management team were approached by one of their competitors who were looking to acquire them and bolster their existing school focused activities. Ian and Lisa again contacted Stewart Lambert and asked him to advise them during the process. After discussion, a decision was taken to introduce another acquirer, First Choice Holidays. The business was eventually sold for c£7m+ to First Choice with the company’s value being nearly tripled in just over a year. Both Ian and Lisa remained with TUI / First Choice, with Ian being given responsibility for all the education related business in the Group.