SGH vs. WTG / QPP UK High Court claim form docs., page-25

I have just read this and find it incredible. I worked on goodness knows how many corporate acquisitions/disposals over the years and this flies in the face of anything and everything I've ever seen. Surely SGH cannot seriously be suggesting that with only a few days until PwC's report would become available to them, they signed up on a $1bn acquisition based on what Fielding told them he thought the dilution rate would be, presumably if the business was still in its then ownership?

And that what an employee of a vendor opined about future dilution rates, in the full knowledge of both parties that circumstances were about to fundamentally change - and those opinions will most certainly NOT have been warranted - made all the difference and without them the deal would not have gone ahead, stretches credibility way beyond breaking point.

Grech ("Project Malta" indeed - the vanity of the bloke has to be a world record) opened his mouth on a number of occasions saying he and SGH didn't care what the numbers said because they had satisfied themselves the multiple they were paying was 7.1 x maintainable earnings and this would be significantly accretive to SGH's earnings. You can't have your cake and eat it.

No company in the world selling either its business or a part of its business is going to warrant that business's future earnings in someone else's hands. It just doesn't happen. Nowhere will future dilution rates - or anything else except the existence of measurable assets/liabilities - in the hands of SGH have been warranted. There are any number of valid arguments WTG could (and undoubtedly will if push comes to shove - utter incompetence being at the top of the list) put forward as to why the PSD business didn't perform post acquisition. They might point to a bloke (from Malta) who apparently didn't have a clue what was going on in the UK 6 months after the deal had been put to bed, for instance.

I've already suggested why SGH might have wanted the deal to go ahead so badly and it's to do with what might have been progressive overstatement of SGH's bottom line in the several years leading up to 2015, following a string of bolt-on acquisitions as AG chased growth and personal status. Where was the cash if the recorded profits were being made?

I now know this claim can only be about desperation. IMO this will never get to court or, if it does, it will be laughed out pdq. I don't suppose costs matter much to AG et al at this stage; they're set to fail anyway.

Having seen the nature of the claims made here, it is perhaps no wonder AG doesn't want to tell WTG what information he gave the barrister that caused him/her to make a judgement (based on the facts as presented - evidently only by SGH in regard to breaches of warranty) about the chances of a warranty claim against the funds in escrow being successful. WTG might make them public and cause people to injure themselves laughing.

Just my opinion - I don't say I'm right and I don't warrant anything.........caveat emptor and all that.