Warners were instructed in early 2012 by the shareholders of CarweB Limited in relation to the sale of the company to HPI Limited, the UK subsidiary of US conglomerate Solera Inc. Solera is the leading provider of software and services for the automobile claims processing industry and has some 75,000 customers in around 60 countries. It has been quoted on the New York Stock Exchange following its initial public offering in 2007.
As part of its strategy Solera has been extending its complementary core brands to enable it to provide vehicle repair information and valuation, vehicle history and other related data, and its acquisition of CarweB has expanded this range of data access in the UK considerably.
CarweB provides motor industry data linked to a vehicle registration number, motor industry reports, vehicle technical data and vehicle data checks and therefore provided obvious synergies to the overall Solera global offering.
Before completing the main transaction it was necessary to bring into the CarweB group the intellectual property rights and expertise of Data Delivery Services Limited (DDS), a company used by CarweB for software development on specific projects, and in the DDS share purchase agreement to tie in and mirror certain aspects of the main transaction, in particular, in relation to deferred and conditional consideration , and warranties.
The main transaction was somewhat complicated by the buyer’s in-house counsel seeking to impose a number of US legal principles to the deal, particularly in the areas of warranties and indemnities, and the negotiations were somewhat protracted as a result. The other main issue related to the manner in which the consideration was to be paid, being a combination of up-front payments, deferred and conditional consideration (in the form of a complex profit formula) and stock in the Buyer.
The total consideration is confidential but the overall transaction was substantial and took more than nine months to conclude.