Clarke Willmott LLP

Delta agreed to purchase a majority 65% interest in UK company Simpson Lynch & Co Ltd, for an initial price of £520,000. One of the sellers, Mr Lynch retained a 35% interest in the company. Delta had a put and call option to acquire the balance of the shares in tranches over the next 5 years. We advised on whether to form a new UK entity to acquire the shares but concluded that Delta US was the most appropriate entity to hold the shares. We then carried out due diligence on the target company and prepared the acquisition documentation, predominately a share purchase agreement under which Delta US acquired its initial 65% interest from the sellers. We also drafted and negotiated the option documents allowing Delta to acquire the balance of the UK company. The initial acquisition completed in March 2019, and in February 2021 we completed the acquisition of the remaining shares. We have since assisted Delta an incentivisation scheme and drafting employment contracts for its UK employees.