Bolt-on acquisition meaning

This Checklist sets out the obligations for local authorities seeking approval to deploy surveillance powers under the Regulation of Investigatory Powers Act 2000 (RIPA 2000) and the Investigatory Powers Act 2016 (IPA 2016). It should be read alongside Practice Notes: Regulation of investigatory powers under RIPA 2000 and The regulation of intelligence gathering—an introductory guide. RIPA 2000 requirements Under RIPA 2000, the requirements include: advance authorisation for directed surveillance a prohibition on the authority conducting intrusive surveillance authorising the conduct and use of a covert human intelligence source (CHIS) safeguards governing the conduct and use of a CHIS authorisation to acquire communications data obtaining judicial approval for those authorisations Authorisation and judicial approval for the acquisition of communications data are now governed by IPA 2016. See Practice Notes: Surveillance powers of local authorities, The regulation of intelligence gathering—an introductory guide and Acquisition, retention and disclosure of communications data under the Investigatory Powers Act 2016...

In a private equity-backed management or leveraged buyout, the principal documents fall into three main groups: Acquisition documents — these set the terms of the purchase between the seller and the buyer (ie newco) Equity documents — these set the terms of the equity investment and govern the relationship between the investor/s and management Finance documents — these cover the provision of the debt facilities and any related facilities (for example, a revolving credit facility for working capital) Acquisition documents Heads of terms (acquisition) The heads of terms, kept to a short form, provide a high-level summary of the parties’ expectations, shared understanding and agreement on the key terms of the intended acquisition. They are signed at the outset of the deal once the parties have aligned on the principal points and before the investor incurs costs on due diligence and the negotiation of the transaction documents...

Flowchart Through this Flowchart, the requisite criteria are outlined for the court to find a transaction amounts to a preference and to order relief accordingly...

This Flowchart Helps determine whether the stamp duty land tax (SDLT) higher rates surcharge applies to a transaction. The higher rates surcharge covers acquisitions of certain additional residential properties by individuals, and any residential purchases by purchasers who are not individuals as well. Read this Flowchart in full alongside Practice Note: Higher rates of SDLT on additional residential properties. To identify which rate applies to a transaction, refer to What rate of SDLT applies to my transaction?—Flowchart and Practice Note: Rates of SDLT. This Flowchart proceeds on the basis that: the buyer is acquiring one property, and that the acquisition is not linked with any other transaction...

Checklist This Checklist applies when acquiring a long leasehold interest carrying a capital value, rather than a shorter tenancy at an open market rent, which is unlikely to attract any capital value. A purchaser’s solicitor should examine the landlord’s right to forfeit the lease, as in some situations particular forfeiture clauses can render a lease unacceptable as security to a lender and, in turn, unsuitable for purchase. Could the landlord exercise forfeiture upon the tenant’s insolvency? Where the landlord holds a right to forfeit on a tenant insolvency event, the property will not be acceptable security to a lender and is therefore inappropriate as an investment acquisition. Consequently, such a lease is neither appropriate for lending purposes nor for any purchase...

State aid General Court dismisses appeals regarding Spanish aid for the acquisition of ships The General Court delivered its ruling in Joined Cases T- 29/14 Telefónica Gestión Integral de Edificios y Servicios (formerly Taetal) v Commission and T- 31/14 Banco Santander v Commission, brought against the Commission’s decision of 17 July 2013. That decision concluded that a Spanish scheme for purchasing ships, structured around leasing and financing through tax relief, involved unlawful State aid (SA.21233) (the Commission’s 2013 decision). The Court rejected the actions. Under that arrangement, a shipowner could have a new vessel constructed with a rebate applied to the price set by the shipyard. To benefit from the reduced price (net of the rebate), the shipping company was required to agree to acquire the vessel not directly from the shipyard, but from an economic interest grouping (EIG) created under Spanish law and established by a bank. The Commission’s 2013 decision has already been considered in earlier cases. The Commission’s 2013 decision has been the subject of previous...

Mergers The Commission approved: the establishment of a joint venture between Dalkia SA, Eiffage SA, RATP Solutions Ville SAS, and the City of Paris (M.12214) following a phase I review—see also Midday Express the acquisition by Thermo Fisher Scientific Inc. of sole control of Clario Holdings, Inc...

Mergers Court of Justice dismisses appeals by German energy utility companies regarding Commission’s decision to approve the acquisition by E.ON of the distribution and retail energy business as well as certain general assets of Innogy The Court of Justice has handed down its judgments in joined appeals C-171/24 P, C-172/24 P, C-173/24 P, C-174/24 P, C-175/24 P, C-176/24 P, C-177/24 P, C-178/24 P, and C-179/24 P, brought by German energy utilities against the Commission. These challenges targeted the General Court’s rulings that had rejected actions seeking annulment of the Commission’s decision conditionally authorising a related transaction involving E.ON and RWE’s assets. Each appeal was dismissed by the Court of Justice. The nine appeals concerned the General Court’s judgments in cases T-53/21, T-55/21, T-56/21, T-58/21, T-59/21, T-61/21, T-62/21, T-64/21, and T-53/21, which upheld the Commission’s 17 September 20219 decision conditionally clearing the acquisition by RWE of E.ON’s renewable and nuclear electricity generation assets (M.8870). The Court of Justice dismissed all nine appeals. Background RWE and E.ON are...

CASE HUB See more, timeline, commentary and connected cases. Case facts European Commission merger inquiry under Article 14(1) EUMR into inaccurate or misleading information supplied by KKR during the Commission’s 2024 review of KKR’s acquisition of NetCo. Latest developments On 24 July 2025, the Commission opened its investigation. Parties KKR & Co. Inc (KKR): Headquartered in the US, KKR is a global investment firm providing alternative asset management alongside capital markets and insurance services. NetCo: Based in Italy, NetCo is a newly established company that comprises FiberCop—presently jointly controlled by KKR and TIM—as well as TIM’s primary and backbone fixed-line network...

CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the abandonment of the transaction on 13 June 2016; it is no longer maintained. See further, timeline and commentary. Case facts Outline UK merger review of Clariant’s intended purchase of the Kilfrost Group’s European aircraft de-icing fluid and rail de-icing fluid business. The deal presented a horizontal overlap in the supply of aircraft de-/anti-icing fluids. Latest developments On 13 June 2016, the CMA stated the investigation was cancelled after the parties chose to abandon the deal. On 10 June 2016, the parties had announced their decision to withdraw following the CMA’s provisional findings and the expectation that the transaction would have been prohibited. Parties Clariant AG: a Swiss-based speciality chemicals company, headquartered near Basle, operating in 150 countries worldwide. Kilfrost plc: a UK-based firm in Newcastle specialising in heating and cooling products. The target business is Kilfrost’s European aircraft de-icing fluid and rail de-icing fluid operations. Kilfrost’s...

CASE HUB ARCHIVED – this archived case hub sets out the position as at the decision dated 31 May 2012; it is no longer being maintained. See the timeline. Case facts Outline of a UK merger investigation into the completed acquisition of Cambridge Water Plc by South Staffordshire Plc. Latest developments On 31 May 2012, the CC granted unconditional clearance to the merger. Parties South Staffordshire Plc (SS): supplies drinking water from the edge of Ashborne in the north to Halesowen in the south, and from Burton on Trent in the east across to Kinver in the west. Cambridge Water Plc (CAM): provides drinking water to the City of Cambridge. Background The parties serve a wide customer base that includes a range of caterers, retailers such as convenience stores, and other businesses and traders. Their largest national competitors are Bestway and Costco...

TO BE PRINTED ON THE BORROWER’S SOLICITORS’ HEADED PAPER To: [ insert details of the lender’s solicitors ] (the Lender’s Solicitors) and [ insert details of the lender ] (the Lender) Dear [ insert organisation name ] Completion undertaking This undertaking concerns the acquisition of [ insert property description ] (the Property) by [ insert borrower’s name ] (the Borrower) under a sale contract dated [ insert date ] between [ insert seller’s name ] (the Seller) and the Borrower (the Sale Contract), together with the grant of a first legal charge over the Property in favour of the Lender pursuant to a facility agreement dated [ insert date ] between [ insert details ] (the Facility Agreement). For the purposes of this letter, ‘completion’ means completion of the Transfer of the Property to the Borrower (the Transfer), and does not include registration of the Transfer at HM Land Registry. We are instructed by the Borrower. We enclose: ...

The Directors [ insert offeror's name ] ([ Offeror ]) [ insert address ] [ and ] [ The Directors ] [ [ insert name of financial adviser ] (the Adviser ) [ insert address ] ] [ insert date ] Dear Directors Proposed acquisition of [ name of offeree ] ([ Offeree ]) It is our understanding that [ Offeror ] intends to acquire (the Acquisition ) [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert nominal value ] each in [ Offeree ] (the Shares ) for the consideration, and otherwise substantially on the terms and subject to the conditions set out in the draft press announcement enclosed with this letter (the Announcement ), subject to such modifications or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code ), the Panel on Takeovers and Mergers (the Panel ), the High Court of Justice in England and...

Board minutes—private M&A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or consideration shares); warranties/indemnities with time limits, caps and thresholds, subject to disclosures; post‑completion non‑compete/non‑solicit; and key loan note terms (interest, redemption, guarantee/security, convertibility). RESOLVED...

Paragraph 7(2) of Schedule 4 to the Electricity Act 1989 (EA 1989) states that: When a right granted by a wayleave is exercised and damage is caused to land or moveables, any person with an interest in that land or those moveables may claim compensation from the licence holder for the damage. Likewise, where using such a right disrupts someone’s enjoyment of any land or moveables, that individual may recover compensation from the licence holder for the disturbance. The EA 1989 empowers entities permitted to generate, transport or supply electricity to obtain a wayleave to place an electric line on, under or over private land, together with access rights for inspection, maintenance and replacement...

Electricity Act 1989 Section 10(1) of the Electricity Act 1989 (EA 1989) sets out two routes for electricity supply companies (being licence holders under the EA 1989) to secure rights over land. One route is compulsory purchase of the requisite land or interests under EA 1989, Sch 3. The alternative is obtaining a ‘necessary wayleave’, in accordance with EA 1989, Sch 4. For additional guidance, see Practice Note: Statutory wayleaves and rights of access. Compulsory acquisition Schedule 3 draws in, subject to important modifications, provisions contained in Part I of the Compulsory Purchase Act 1965...

Companies may face differing SDLT rates when purchasing various categories of property, including residential, non-residential (commercial premises), or mixed-use assets, depending on the nature of the acquisition...