Buying a home security business: cash-free debt-free share purchase to expand an existing company
A low-six-figure bolt-on acquisition of an Edinburgh CCTV and security installer, completed without complications
By Malcolm ZoppiTechnology and software
Key facts
- Deal type
- Share purchase
- Acting for
- Buyer (established security company)
- Business
- Home security and CCTV installation business, Edinburgh
- Sector
- Technology and software
- Deal value
- Low six figures
- Structure
- Share purchase, cash-free debt-free
- Timescale
- Straightforward timetable from heads of terms to completion
- Completed
- May 2025
- Lead solicitor
- Malcolm Zoppi
At a glance
Our client, an established company in the security sector, bought an Edinburgh business installing CCTV and home security systems. The deal was a share purchase on a cash-free, debt-free basis for a low six-figure sum, with the seller represented by its own solicitors. It completed in May 2025 without complications, which is itself worth writing about: most acquisitions of this size go smoothly when both sides are organised and the documents are proportionate.
The client and the objective
The buyer wanted to expand its existing business into a new area and customer base by acquiring a company that already had the installations, the maintenance contracts and the local reputation, rather than building that presence from scratch.
The deal
- Share purchase of the entire issued share capital.
- Cash-free, debt-free pricing, so that the seller took the cash in the company and cleared its borrowings, and the buyer paid for the business itself.
- A proportionate due diligence exercise focused on customer and maintenance contracts, employees, equipment and compliance.
- A standard-form share purchase agreement with warranties, a disclosure letter and restrictive covenants on the seller.
What made it straightforward
A sensible scope
The due diligence covered what mattered for a business of this kind, the recurring maintenance contracts, the staff and the equipment, and did not try to cover everything. That kept the cost in proportion to the price and the timetable short.
Proportionate documents
The share purchase agreement was written for a deal of this size, with a warranty schedule and limitations that both sides could accept quickly. The seller's solicitors engaged constructively and the disclosure process was completed without dispute.
Cash-free, debt-free done properly
The price mechanism required a clear definition of cash and debt and a completion statement to settle the figures. Agreeing those definitions early avoided the arguments that often arise at completion.
Outcome
The acquisition completed in May 2025. The buyer took over the business, its contracts and staff, and now serves the acquired customer base alongside its existing operations.
What this deal shows
- A well-run small acquisition should be uneventful; complication is usually a sign of poor preparation on one side.
- Cash-free, debt-free only works if cash and debt are defined precisely.
- For a bolt-on acquisition, the recurring contracts are the asset; the due diligence should start there.
“Not every deal is a war story. This one completed on time, on budget and without drama, which is what a well-prepared bolt-on acquisition should look like.”