Lawyer Monthly Magazine - August 2019 Edition

Transactions adviser insight WWW.LAWYER-MONTHLY.COM | AUG 2019 102 This announcement appears as a matter of record only OSF Commerce Acquires Blueleaf Legal adviser to OSF Commerce: Strategy due diligence: Financial advisers to OSF Commerce: The owners of Blue Leaf Communications Limited were advised by a team from Keystone Law led by Mark Harden. Speaking to Mark Harden, Consultant Solicitor at Keystone Law, he said, “It was a moderately complex transaction with the consideration comprising a mixture of cash and shares in the acquiring company to be settled in a number of instalments based on performance of the target company tested against a number of metrics. There was also some pre-completion structuring to be done.” “Our clients were confident in handling some parts of the transaction themselves and asked if we were prepared to work on that basis and to provide additional support behind the scenes as and when required.” Mark had trialled this method of working successfully in the past. This flexible way of working can provide cost benefits to the client, but it only works if the client is sufficiently knowledgeable and has the necessary experience to benefit from it. In particular, a client using this structure needs to know when they need help and must not be afraid to ask for it. It also requires a clear understanding of roles and responsibilities and a high degree of cooperation between the client and their legal team. On this transaction it worked very well. Mark has over 20 years of experience in a wide range of both large and small M&A transactions, with a particular emphasis on the high-tech sector and cross border transactions, leveraging on his experienced gained during his earlier career in industry. Mark is a very practical transaction lawyer who aims to get transactions completed as quickly as possible. Keystone Law is a top 100 AIM listed law firm with over 300 partner level lawyers advising across all areas of law. www.keystonelaw.co.uk Transaction Report OSF Commerce Acquires Blueleaf Founded in 1999, with offices in the UK and Bulgaria, Blueleaf provides top retailers and brands with planning, UX, development and support for complex projects built on Salesforce Commerce Cloud, one of the world’s leading eCommerce solutions. Since 2014, Blueleaf has been working with growth and M&A advisory firm, Waypoint Partners, which has advised the company on how to scale its business and prepare itself for major investment. Following the acquisition, Blueleaf will become OSF Commerce UK, giving the Canadian company an established delivery center in the UK to help grow its client base in the market. Blueleaf’s existing retail clients will now have access to OSF Commerce’s global network of 32 locations, as well as its extensive suite of multi-cloud, B2B and B2C commerce solutions. ADVISER INTERVIEW Mark Harden Keystone Law mark.harden@keystonelaw.co.uk | 020 3319 3700