PA Group sell MeteoGroup to General Atlantic

meteoPA Group, the parent company of the Press Association, is to sell its weather business MeteoGroup to global growth investment firm General Atlantic.

MeteoGroup, Europe’s largest private sector weather business, provides weather services for corporate, industrial, media and consumer markets including key sectors such as transport, marine and energy.

Since PA’s acquisition of MeteoGroup in 2005, the business has enjoyed consistent double digit growth in both revenue and profit and has more than doubled in size, employing almost 400 people in 14 countries.

Clive Marshall, PA Group’s Chief Executive, said: “The sale of MeteoGroup will provide the capital to enable us to continue to invest in and diversify the Press Association business, as well as address our pension fund deficit.

“This sale, which follows the divestment of our interest in Canada Newswire in 2012, is part of the company’s strategy to focus our activities on the Press Association news and information business; develop new products and services for both media and non-media customers; and seek strategic acquisitions that help diversify the revenue and profits of the company.

“Our recent investments in Globelynx and Sticky Content – companies that provide services to both the media and corporate markets – are key elements in our diversification strategy.

Related articles:

Legal Wisdom in Technology Mergers and Acquisitions

Thomas Colmer3


It’s been said “lawyers are like rhinoceroses: thick skinned, short-sighted and always ready to charge”.

Avoid charging off into the wilderness or not seeing the wood for the trees.

Here’s an insider’s twelve point list of key pointers to make your life easier and get the outcome you deserve.

Focus on the Big Stuff

Start by using what time you have establishing: potential road blocks; workable alternative solutions; “nice but not critical” points; concessions; trade-offs; “red lines”; and “deal killers”. This helps you focus and avoid bear traps, even if more time is spent negotiating warranties and disclosure. “Follow the money”. Create options. Understand all obligations.

Front Load the Thinking

The earlier you get advice, the more use it will be. Like steering a tanker, your ability to influence the direction of a deal often reduces over time. Negotiating detailed term sheets at the outset can avoid expensive abort costs or the chances of being hijacked into unfavourable terms deep into a process (when bargaining positions may have changed) or worse.

Build on Sound Foundations

Obtaining the right sale price and terms requires early legal and tax involvement. Vendor due diligence can help identify and clean up issues. Pre-sale reorganisations may optimise risk mitigation. Deal structure often impacts upon liability and terms. Consider whether your counterparty has sufficient standing and whether a guarantee, earn out, staggered sale or escrow (holding back consideration) is appropriate.

Timing can be Everything

Time zone differences, remote completions and interrelated transactions present risks best addressed early and in writing. At each stage, “what happens if a bomb goes off?” Establish all internal or other requirements and conditions precedent early (e.g. competition/anti-trust approvals, change of control consents, credit committee sign off). Don’t underestimate the effects of “deal drag”. Budget for deals sucking up time, particularly with a business to run simultaneously.

Damn Due Diligence and Disclosure

Organising due diligence and disclosure materials (and rationally explaining issues, at the appropriate time) will reduce frustration, demonstrating credibility and professionalism and mitigating liability without “spooking” a buyer, particularly at the last minute. Electronic “virtual” data rooms with access control and audit trail are advisable. Scope your requirements to report effectively on due diligence so it is a useful tool rather than an expensive, out dated, paper-intensive disclaimer. Early sight of the size, content and order of a data room will help.

Think Before (and How) you Engage

Once past competitive tension of a beauty parade or auction, a prospective buyer looking “under the bonnet” of your business may not be as accommodating as in its initial flirtation. Carefully consider when and how to disclose (particularly sensitive) information (e.g. Intellectual Property, employees, customers). Data protection law and confidentiality considerations will be relevant. Conversely, a buyer should consider exclusivity (locking others out of the deal) and break fees (recouping a sum if the deal aborts). Make sure that unexpected legal obligations are not being incurred (e.g. financial promotions in teasers and information memoranda).

Be Organised and Prepared

Documents lists clarify requirements, assign responsibility and manage expectations. Splitting tasks can foster collaboration but decide “who holds the pen” on drafting documents in advance. Establish clear (realistic) deadlines (and the reasons for them), work-streams and a path to closure. Detailed issues lists and minutes of meetings reduce repetitive posturing and obfuscation of points. Be sure, however, that control of the agenda is not abused and accurately reflects your position.

Try Another’s Shoes

Consider sensitivity to cultural differences. Face saving may mean wasting time negotiating with people without the authority or influence to make decisions. Cutting to the chase (and cutting people out) can produce results but be wary of being bounced into meetings without representation. US buyers unfamiliar with The Code on Takeovers and Mergers in the UK need to be live to unexpected restrictions (e.g. market purchases, break fees, timing and disclosure of information).

Communication is Key

Establish your preferred means of communication and clear reporting lines to avoid “the tail wagging the dog”. Transaction process can drive terms or outcome, particularly when deal fatigue entrenches positions if left unconsidered. Consider meetings (with an agenda and chairman) instead of video-conferences and instant messenger on remote conference calls. Phone calls may achieve more than email overload. Try to control unnecessary iterations of documents or calls/meetings for their own sake. Track Changes facilitates collaborative drafting but ensure metadata is not inadvertently revealed and version control retained.

Choose the Right Law(yer)

Choice of governing law will be relevant to the selection of legal counsel but can affect the balance of power or provide arbitrage. Consider this separately from the location of a business or appropriate jurisdiction and procedure for disputes. Use deal excitement to explore real commercial drivers, objectives, timing, dynamics, personnel and sensitivities during sales pitches and test how attentive and hungry a lawyer is for your business. Honest, transparent and frank discussions on scope of work and imaginative fee proposals build mutual trust and pay dividends.

Are you Paying Attention?

Sell side lawyers often get appointed before the buy side, particularly when competitive tension is maximised. Key verbal and non-verbal deal information and nuance can be lost after initial stages. Similarly, initial interaction often sets the tone and terms. Adversarial counterparties may also easily spot and seek to exploit shortcomings.

Enjoy (All of) the Ride

Adviser relationships, feedback, patience and a sense of humo(u)r are essential. Make clear how much authority you give to your lawyer, let them know when you want them to take the lead and argue your corner. Lawyers are critical to getting an enjoyable deal done smoothly (or at all), what it looks like and, crucially, how it stands the test of time. In short, legal wisdom in Technology M&A can add value at each and every stage.

Want to know more? Please get in touch.

Thomas Colmer is a corporate finance lawyer at Osborne Clarke specialising in domestic and cross-border private and public mergers and acquisitions. You can contact him at:

T: + 44 20 7105 7276 logo-osborne-clarke.ashx
M: + 44 7887 691 541
Osborne Clarke – about Thomas Colmer

© Copyright 2012. The author reserves all rights.

What is it like to sell your company?

Fusion sold John Hall’s business last year. Here is John’s account of what it is like to sell your business.

I set up John Hall Associates in 1973 as an information service to advise UK industrial and commercial oil consumers on the different facets of commercial purchasing and to provide on-going market intelligence to enable them to stay ahead of the mainstream market.  In 1990 de-regulation of the UK electricity and gas markets was introduced and we extended our activities to provide commercial advice in these two sectors both directly and through a range of publications.  Within two years, our clients were asking us to take over procurement negotiations for them. In 1999 we started to follow the slow liberalisation process that had been promised for the EU market and by 2005 we were becoming established within the overall EU energy market; and were certainly in the top six of the four hundred consultancies in the UK

Over the years I had received a number of approaches from prospective acquirers of my company, but nothing that had appealed to me.  However, in 2006 a US company made a serious approach, following a discussion to set up a partnership with one of its subsidiary companies that provided similar service to its US clients in the same way that we did for our pan-European clients.  The fit between the two organisations was excellent and by the end of 2006, discussions were well advanced.  As we moved in to 2007, regulatory changes in the US caused the prospective purchaser to put all non-core activities on hold and therefore the proposed sale was halted.  Towards the end of 2007, discussions were re-opened, but then we moved into the second quarter of 2008 and the period leading up to the global financial crisis. The market turmoil caused the prospective purchaser to divest itself of all non-core activities, including the consultancy division which we were planning to merge with.  Once the de-merger had taken place there was a brief discussion with the now independent consultancy but the arrangement was not appealing enough for me and we ceased discussions.

In 2008, I was approached by three UK based organisations, all at around the same time. In spite of the fact that my company had never actually been put up for sale, I decided to take one approach seriously.  However, as this company had made a number of approaches to me over the previous ten years, all of which resulted in failed negotiations, I decided that I should only proceed with professional advice from a specialist firm.  I spoke to a friend who had successfully sold a company that competed with mine. He recommended Fusion Corporate Partners to me, the same M&A firm that had advised him.

I arranged a meeting between Mark Eisenstadt, a partner at Fusion; Neil Hart, my solicitor at Thomas Eggar and my accountant David Brownrigg of David Bowden & Company.  If we were to go ahead with this sale, I wanted to ensure that I had a team in place and not to have to pass messages from one person to another.  We decided that Fusion was the company we needed to run the sale process.  I was assigned Paul Kelly from Fusion to act as my permanent advisor.

The process was long winded and more complicated than any of us expected. However, throughout the process Paul Kelly was available virtually 24/7 and never once faltered in his determination to keep the process on track.  In terms of day-to-day negotiations and problem solving and generally keeping everyone active, Paul made this deal happen.  I was fortunate to have an excellent legal, accountancy and corporate finance team on my side. Now, one year on, Paul is advising me on the earn-out portion of the deal. 

There are many pitfalls to selling one’s company and I can state quite categorically that no such exercise should be considered without the support of an organisation such as Fusion Corporate Partnership.