Corporate Finance Case Study

Barenbrug UK acquisition of Watson Seeds

Barenbrug UK, a Suffolk-based grass seed business has bought Watson Seeds, a "likeminded" Scottish company - to create a business with a 75-strong workforce. All 24 employees at Watson Seeds remain within the newly-combined business.

Watson Seeds was founded in 1990 by third-generation seedsman Johnny Watson and is based in East Lothian. It also comprises Seed Logistics and GroGreen and enjoys a loyal customer following with its Castle range of seed mixtures.

Barenbrug UK is part of the Royal Barenbrug Group, a worldwide grass seed business based in Holland, which was established in the UK in 1983. It supplies more than 4,000 tonnes of grass seed each year for UK amenity and agriculture sectors. They have previously worked with Scrutton Bland’s Business Advisory team, and approached our Corporate Finance team some months ago as they were keen to grow their distribution operations across the UK.

Getting the right advice is crucial when acquiring another firm. Our corporate finance team are experienced in all aspects of the process, from identifying and approaching targets, to securing funding and guidance through the legal process.

Key challenges and highlights

The first part of the corporate finance process was to assist the directors of Barenbrug UK in assessing a target business to acquire in Scotland, and to research and collect enough information to determine the value of that business in order to make an offer to purchase it.

Although Watson Seeds fulfilled the acquisition brief, the evaluation process was complicated as the group was comprised of a number of separate businesses.

Once the offer had been accepted, we moved to project manage the process and carry out financial due diligence and from then to support with the contracts.  There were also some added interesting challenges navigating some of the differences between English and Scottish law, and of course the input of the Dutch parent company.

Further support has been provided from an accounting perspective as Barenbrug UK, Watson Seeds, Seeds Logistics and GroGreen all continue to function as separate businesses and identities.

What we did to help

  • Assessing a target business to acquire in Scotland
  • Brokering the transaction from origination to Heads of Terms
  • Advising the directors of Barenbrug on the most effective structure for the transaction
  • Helping the parties determine and agree on an valuation and pricing mechanism for the purposes of purchasing Watson Seeds
  • Project managing and carrying out financial due diligence on Watson Seeds and their associated businesses
  • Helping to deal with and resolve matters arising during the course of the due diligence process
  • Assisting the directors of Barenbrug to identify appropriate Scottish legal advisers to support with the legal documentation

This transaction demonstrated the Corporate Finance team’s ability to work effectively across national and international transactions. It is also a good example of their ability to support clients through their business journey and to take a collaborative advisory approach on the various elements of the transaction. This joined-up approach resulted in the client benefiting from a cost and time effective service and ensured that the transaction progressed smoothly.


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