Solucom SA (ENXTPA:LCO) entered into a binding agreement to acquire Management Consulting Group France SAS from Management Consulting Group PLC (LSE:MMC) for £59.2 million on November 23, 2015. Consideration is subject to post-closing adjustments relating to amounts of debt, debt like items, appropriate level of the existing provisions, cash and working capital in the target business at completion. Certain operations comprises of Kurt Salmon businesses in France, Belgium, Luxembourg, Switzerland and Morocco, together with certain related operations in the United States. These businesses generated profit before tax of £2.14 million, revenues of £96.91 million, operating profit of £3.78 million, profit after tax of £1.1 million, total assets of £22.18 million and net liabilities of £44.16 million ended on December 31, 2014 and had total assets of £25.88 million as at June 30, 2015. Under the terms of a license agreement to be entered into at completion, Solucom will have the right to use the Kurt Salmon name for a transition period of up to three years in the territories in which the target business currently operates. The current Chief Executive of Kurt Salmon, Chiheb Mahjoub, will stand down from the MCG Board, parent company of Kurt Salmon, and from his executive management role in Kurt Salmon after the general meeting but before Completion.

The transaction is subject to the approval by Kurt Salmon shareholders, there having been no material adverse change in the staff retention rates and current year forecast operating results of the target business since the date of signing of the agreement up to the later of the passing of the disposal resolution by shareholders at the general meeting and January 6, 2015, the French Anti-trust Authority. The shareholder circular relating to the disposal has been approved by the UK Listing Authority. The transaction is expected to close on January 7, 2016.

MCG will use the net proceeds to repay the net bank indebtedness under the existing banking facility, which is expected to be approximately £50 million at completion and will retain the remaining net proceeds for general corporate purposes. Also MCG has arranged a new working capital facility of £15 million, which will replace the existing banking facility on completion and, together with the balance of the net cash proceeds of the disposal be available to fund the ongoing working capital requirements. Ben Atwell of FTI Consulting acted as public relations advisor for MCG.

Deloitte & Touche acted as an accountant, Capita Asset Services acted as registrar, Edward Duckett of Rothschild acted as financial advisor and Tim Sheddick, Alyssa Gallot-Auberger and Hugo Sanchez de la Espada of Baker & Mckenzie LLP, London acted as legal advisor to Management Consulting Group. Christophe Marchand, Paul O'Mahony, Alexandre Aron-Brunetière, Robert Peterson, Marc Lebrun, Arnaud Petit and Alexandre Aron-Brunetière of Edmond de Rothschild Corporate Finance and Frédéric Zeitoun and Guillaume Schaeffer of Grant Thornton Corporate Finance France acted as financial advisors for Solucom. Olivia Guegen, Jean-Marc Allix, Hortense Atthenont-Duret and Laura Godard of Salans FMC SNR Denton Europe LLP acted as legal advisor for Solucom.

Solucom SA (ENXTPA:LCO) completed the acquisition of Management Consulting Group France SAS from Management Consulting Group PLC (LSE:MMC) on January 7, 2016.