Russell-Cooke recently advised GHK Holdings Limited in relation to the recommended offer for its entire issued share capital made by ICF Consulting Limited, an English registered subsidiary of ICF International, Inc.

The transaction was unusual as GHK, whilst a private company, was an employee owned business with over 100 individual shareholders and so the deal proceeded by way of a recommended offer to all shareholders.

GHK Holdings is the holding company for a group of consulting businesses operating in various locations including Europe, Pakistan, India, and the Far East. In the year to 31 December 2010, it recorded aggregate turnover of over £18 million.

ICF International, Inc. is listed on the U.S. stock exchange, NASDAQ, with a market capitalisation of around (US) $500m. The ICF group provides management, technology and policy consulting and implementation services to government, commercial and international clients.

The offer was announced at the end of January 2012 and completed at the end of February 2012. Further background to the transaction and the commercial rationale are available from ICF's announcement. 

The Russell-Cooke transaction team was led by Corporate & Commercial partner Jonathan Thornton, assisted by David Webster and Simon Ewing. DLA Piper acted for the acquirer.

Jonathan Thornton commented:

"GHK's mould breaking employee ownership structure made the company a particularly attractive proposition for an acquirer looking for an intelligent, engaged, high calibre staff. I am confident that the merged business will prove highly successful. The technical challenges the deal presented were overcome with unprecedented levels of co-operation from the teams of lawyers involved."

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