2025 - SALE OF A CHEMICAL COMPANY (MANUFACTURING AND SALES UNDER LICENCE)

Dumas Structure assisted its client in the sale of its licensed chemical manufacturing and distribution company.

This was an interesting case involving two successive US buyers, with the second buyer proposing several acquisition options (purchase of the company, then purchase of the business assets, then purchase of the license).

It was necessary for Dumas Structure to manage the negotiation and drafting of the letters of intent at each stage, and of the final sale agreement, while taking into account the numerous specificities of the case, which made it complex.

In particular:

- Dumas Structure had  to negotiate an early termination of the lease without penalties for the manufacturing plant, at a time when the sale had not yet been finalized;

- Dumas Structure had to manage the timing of the sale given this early lease termination, which imposed a deadline for the Closing;

- Dumas Structure had to deal with contracts governed by US law at the request of the buyer, a major American company. This necessitated working with an American lawyer to ensure the wording would not create risks for our client, given the fact that the United States are a litigious society and that the potential exposure to financial losses in the event of litigation is extremely high.

- Dumas Structure had to face difficult negotiations with the buyer, due to their extremely drastic stances and their desire to impose exorbitant clauses on our client. We ultimately obtained a reasonable final position from the buyer.

- Dumas Structure had to implement all the necessary safeguards for its client.

Dominique Dumas, Partner, Dumas Structure: +33 1 56 59 00 60 - contact@dumas-structure.com