Listed law firm Gordon Dadds Group plc has agreed terms for the acquisition of the international network of law firms, Ince & Co International. The merged firms will become a new global legal business and the largest listed law firm in the UK by revenue.  It will be a top 40 UK legal firm and will trade as Ince Gordon Dadds LLP. The new firm will have revenues of over £110m with 100 partners across offices in nine countries and will be led by Gordon Dadds’ managing partner & CEO, Adrian Biles, supported by Peter Rogan, Chairman of the Board of Ince, the heads of the merged firms’ offices and business units and the Gordon Dadds management team.  It will be headquartered in Aldgate Tower in London and will have aggregated revenues (including affiliated entities) of over £110m, with 100 partners and offices in nine countries. 

Complementary strengths

Commenting on the merger, Adrian Biles, Gordon Dadds’ Managing Partner & CEO, said: 'Ince is a highly successful and well-respected business with an iconic brand and I will be delighted to welcome our new colleagues to the Group.The merger will build upon the complementary strengths of the two firms in terms of industry expertise and range of services. Our management model will also allow Ince’s partners and fee earners to focus even more on providing market leading legal advice to a stellar client base.'

Greater competitive advantage

Peter Rogan, Chairman of the Board of Ince, said: 'This is an exciting day for us at Ince, with this cutting-edge deal being very much in line with our long-established strategy.  I’m proud that the Ince name will continue and am very excited to be moving forward together as part of this innovative new structure with access to new capital allowing us to gain greater competitive advantage in the market.This merger is good news as it enables us to extend our client offering and invest further in our people who provide the highest quality advice and service to clients in our chosen sectors and geographies.'

Ince's network

Ince is a network of affiliated international commercial law firms, serving its global client base from offices across Asia, Europe and the Middle East. It focuses on four core sectors: Transport, Trade, Energy & Infrastructure and Insurance.  It is estimated that £52.5m of Ince’s turnover in the year ended 30 April 2018 would be consolidated by Gordon Dadds and Gordon Dadds had an annual run rate of £42m at 31 March 2018.

Acquisition terms

Gordon Dadds has agreed in principle to acquire all of the Ince equity partners’ interests in Ince & Co International LLP and its affiliated entities (‘Ince International’) and all of their respective business and assets (subject to the liabilities) or, where legal or regulatory considerations require it in respect of the overseas affiliates, to enter into alternative network sharing and/or governance arrangements.

Share options

The consideration for the acquisition will equate to a percentage of the turnover generated by the equity partners of Ince & Co International LLP over the three years from completion. The consideration is estimated to amount to £34 million. Gordon Dadds will also issue to the members of Ince & Co International LLP an aggregate of up to 3 million options to subscribe for ordinary shares in Gordon Dadds at 140p which will vest on the third anniversary of completion and may be exercised at any time up to 31 December 2028. The consideration payable to each member of Ince & Co International LLP in the first year is subject to a minimum guaranteed amount for each partner, the aggregate of which is based on the budgeted turnover for the first year. Gordon Dadds will also settle the capital and current account balances (estimated at £9.1 million) due to members from the entities acquired.