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Fieldfisher advised Merkle, a leading US-based technology-enabled, data-driven performance marketing agency, on its bank-funded acquisition of DBG, a UK-based independent performance marketing agency that specialises in optimising client data to make compelling connections to drive growth and improve marketing and business performance. DBG has a wide range of European and international clients, including Renault, Sony, Ted Baker, Center Parcs, RBS and VW.
The acquisition had a number of complicating features, including:
- One of the companies within the target group has a substantial defined benefit scheme liability. Prior to entering into the agreement the sellers had to obtain clearance from the Pensions Regulator and put in place arrangements to deal with the deficit and to isolate the buyer from risk.
- The consideration was a blend of cash and shares payable on completion and cash and shares payable in the future, depending on performance of the company.
- A number of issues arose in due diligence, including material problems with the share register. The liability arrangements put in place to deal with these issues was particularly complex given the different elements of the consideration.
- The parent company in the group was registered in the BVI. Immediately after the acquisition the shares in the trading subsidiary were therefore stripped out of the parent company and the liquidation of the parent company started.
This is the second in a series of acquisitions we have advised Merkle on as part of its European growth strategy, the first being its 2015 acquisition of Periscopix, another London-based performance marketing and programmatic agency.
Fieldfisher's team was led by partners Dominic Gurney-Champion, supported by directors Tom Ward and Guy Burman, and associate Owain Davies. Tax partners Mark Gearing and Andrew Prowse); Banking partner Philip Abbott and associate Igor Stermsek and pensions partner David Gallagher also advised.