Macfarlanes advises on take-private of N Brown Group plc

Macfarlanes is advising Joshua Alliance and Falcon 24 Topco Limited (a bid vehicle controlled by Joshua Alliance) on the proposed take-private of N Brown Group plc (AIM:BWNG), one of the top clothing and footwear digital retailers in the UK (with leading brands including JD Williams, Simply Be and Jacamo), in a deal which attributes an enterprise value of £408m to the company.

The Alliance family have been involved with the N Brown group since the 1960s, led by Lord David Alliance CBE who served as executive chairman from 1968 until 2012 and subsequently as a non-executive director, and more recently by Joshua Alliance who has held a number of N Brown roles since 2014.

The transaction, which offers shareholders all-cash consideration (with an unlisted share alternative), has been recommended by the independent directors of N Brown, and has the support of Frasers Group plc, N Brown's largest shareholder other than the Alliance family, with a holding of 20.3%. The transaction is subject to the UK Takeover Code, and is expected to complete in Q1 2025 following the satisfaction of customary conditions.

The Macfarlanes team is being led by corporate and M&A partner Tom Rose, supported by corporate and M&A partner Max Mittasch and senior counsel Mark Slade, with finance expertise being provided by finance partner Kirstie Hutchinson.

The Macfarlanes team also includes corporate and M&A associate Sarvi Mirbaghery, finance senior associates Xian Wei Yeo and Kelly Wilson and associate Natasha Ahmed, tax partner Jeremy Moncrieff, senior associate Krishan Patel and associate Ellen Wildig, private client partner Piers Barclay and senior associate Mark Stichbury, reward partner Ras Berglund and associate Clio Pialorsi, financial services regulation partner Michael Sholem and senior associate Rachael Preston, pensions partner Faye Jarvis and associate Scarlett Yu, and employment senior associate Jaime Douglas-Home.