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Project Nation

By Dan Teuton
7 January 2019

Submission Date: 07/01/19
Completion Date: 17/12/18
Target: Ardmore Language Schools Limited including its UK subsidiaries Ardmore Education Limited, Ardmore Education, Travel Limited, and US subsidiary Ardmore Schools Inc. (the “Ardmore Group”). Ardmore Group specialise in language and educational travel programmes (to students from all over the world) in the UK, Europe and the US
Cognita Limited (a global leader in independent education)
Sale of the entire issued share capital of Ardmore Group to Cognita Limited. The value of the target was determined by a locked box mechanism. There was a five-day delay between exchange of contracts and completion. The lawyers for both parties managed an extensive due diligence process in relation to, operational issues, employees, contracts, GDPR and property. Based on the due diligence, bespoke warranties and indemnities were negotiated. As part of the transaction, IBB advised on the structure of an intra-group asset sale from ULT Limited, a company owned independently by the seller (and not within the Ardmore Group) to the target.
Legal Advisers: IBB Solicitors for David Walker, the seller, and EMW Law LLP for Cognita Limited, the buyer.
Financial Due Diligence: Elman Wall and PwC
Commercial Due Diligence: IBB for the seller and EMW for the buyer

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