Sale of MDU

We supported Richard and Sally Featherstone during the negotiations with several interested parties before eventually agreeing a deal with UL.

What we did

PEM Corporate Finance were engaged to sell 100% of the shares in Medical Device Usability Limited (“MDU”). We were initially engaged to support negotiations with a single purchaser. However, the process eventually broadened as further off-market approaches were made. Terms were eventually agreed with UL, a US based multi-billion revenue safety science business. The vendors were retained post-completion.

Company background

MDU is a medical human factors business, based in Cambridge, which conducts usability tests of medical devices to meet regulatory requirements and helps companies ensure their products will be commercially competitive. MDU offers human factors services with a portfolio that spans user needs research, user interface design, formative and summative evaluation and the preparation of human factors-related documentation and regulatory submission content.

The combination of UL and MDU resulted in a strong global player offering best-in-class medical human factors services whilst gaining further access to international markets.

What was special?

Dealing with a US trade buyer, we successfully negotiated a Share Purchase Agreement (“SPA”) governed by English law. Also, the Business grew significantly during the process, so we had to account for that growth:

  • A working capital mechanism flexed in order to reflect growth and pay Vendors for that growth
  • Adjusted EBITDA tightly negotiated to reflect underlying earnings of the business
  • The Vendors remain key to the business going forward – and service contract agreements negotiated alongside deal

Deal structure

UL acquired 100% of the shares from Richard and Sally Featherstone.