International law firm Bird & Bird has advised Tate & Lyle Ventures and The Scottish Venture Fund of Scottish Enterprise (“Scottish Enterprise”) on the acquisition of BioFilm Limited (“BioFilm”). BioFilm, formerly part of the Devro Group, is the only fully integrated manufacturer in Western Europe of dissolvable/edible films that carry active ingredients designed for use in the nutraceutical and medical markets. The acquisition was structured as a management buyout by a newly incorporated special purpose vehicle, BioFilm Holdings Limited, backed by Tate & Lyle Ventures, Scottish Enterprise and members of the existing BioFilm management team, headed by Trevor Morgan (formerly also the Business Development Director of Devro plc).
BioFilm was acquired for nominal initial consideration plus a sum in respect of working capital. The sale terms provide for a deferred consideration payment to be made in the event of a subsequent sale of the BioFilm business. In connection with the acquisition, Tate & Lyle Ventures, Scottish Enterprise and management invested just over £3 million in BioFilm Holdings Limited. The new funds are intended to provide development capital to BioFilm to enable it to supply the rapidly growing medical devices, lifestyle and pharmaceutical markets.
The dissolvable/edible films produced by BioFilm are increasingly used as medical devices (such as anti-snoring strips) and as a delivery mechanism for a range of active ingredients (including breath fresheners, nutraceuticals, cosmeceuticals and new drugs) due to ease of use, cost benefits and, in some cases, improved absorption through the buccal membrane (inside cheek).
Angus Miln, a Senior European Consultant in the Corporate Group, headed the Bird & Bird team, assisted by corporate associates, David Lowe and Helen Down. Since joining Bird & Bird in 2007, Angus has advised a number of new clients - including Index Ventures, Global Finance, InMedia Invest, Aescap Ventures, Tate & Lyle Ventures, E-Synergy, Scottish Enterprise, Openads Limited, Sandpiper Investments Limited and Venture Business Research - on a series of venture capital investments and related transactions.
David Atkinson, Managing Partner, Tate & Lyle Ventures said, “Bird & Bird helped us to structure and execute a complicated transaction to a demanding timetable. We received high quality advice and a first rate level of service from Angus and his team. We look forward to further developing our relationship with Bird & Bird going forwards.”
Jonathan Lloyd-Hirst, Investment Manager, Scottish Venture Fund said, “We were impressed by Bird & Bird when we worked opposite them on the successful Aquapharm transaction earlier this year and had no hesitation in instructing them on this matter. I would certainly recommend them for venture capital transactions.”
Burness LLP (John Rafferty and Nick Williamson) provided Scottish law advice to Tate & Lyle Ventures and Scottish Enterprise. Devro Plc was advised by MacRoberts, Glasgow (Ian Dickson). The BioFilm management team was advised by John, Jackson & Dick, Hamilton (Ewan Stirrat).
Tate & Lyle Ventures and Scottish Enterprise were part of a consortium which participated in the second round financing of Aquapharm Bio-Discovery Ltd, the Scottish marine biotechnology company, in July 2007. Bird & Bird (Angus Miln) advised the new investors on that transaction.
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