Walker Greenbank plc (AIM:WGB) entered into a conditional agreement to acquire Globaltex 2015 Limited from Lee Clarke and Emma Clarke for £42.5 million on October 12, 2016. The initial consideration will be £25 million in cash on a debt free/cash free basis payable at completion with further performance related earn-out consideration payable by issue of new ordinary shares capped at a maximum of £17.5 million. The initial consideration is to be adjusted by way of completion accounts to a maximum cap of £6 million. The initial consideration is to be funded in part as to £17 million by way of a placing of 8.9 million new shares and the remaining £8 million of the cash element is being met through drawdown under the existing bank facilities and the existing cash resources. For the financial year ended December 31, 2015, Globaltex generated revenue of £22.4 million, profit before tax of approximately £3.7 million, adjusted EBITDA of £3.8 million and net assets of £10.2 million. Lee Clarke and Emma Clarke will each enter into a lock in agreement not to sell any of their consideration shares for a period of 12 month. Lee Clarke will remain with the Clarke & Clarke business and will enter into a new employment agreement at the same time as the acquisition. The current management team is expected to remain with the business and be augmented with additional senior appointments. The completion is conditional on passing of resolutions to authorize the Directors to allot the shares and to dis-apply pre-emption rights in respect of the consideration shares. The Board of Walker Greenbank has unanimously recommended the shareholders to vote in favor of the deal. On October 28, 2016, the deal was approved form Walker Greenbank shareholders. The deal is expected to complete on October 31, 2016. The acquisition will be materially earnings enhancing in the year ending January 31, 2018. Garry Levin, David Anderson and Alex Wright of Investec Bank plc acted as financial advisors and Henry Reast of Investec Bank plc acted as broker, Rick Jones and Amit Aggarwal of PwC acted as financial advisors, Mark Court, Sophie Cowles and Catriona Flint of Buchanan acted as PR advisor, Tom Heylen, David Thompson, Chris Baker, Max Ballad, Alastair Clough, Matt Duncombe, Mark Keeling, Nigel Jones, Victoria Rhodes, Jessica Smith, Aaron Trebble, Sally Brown, Sarah Riley, Karin Kirschner, Ben Roden and Perveen Sanghera of DLA Piper UK LLP acted as legal advisors and Capita Asset Services acted as registrar to Walker. DWF LLP acted as legal advisor to Investec Bank plc. Knightsbridge Business Sales Plc acted as financial advisor in this transaction