Completing the purchase of a pharmacy is a multi-faceted process with several critical steps to ensure a smooth transition from the seller to you, the buyer. To assist you in understanding what to expect on the day of completion, we have set out an overview of those steps below:
1. Payment of Purchase Price
Calculating Adjustments: Before completion, your legal advisor will prepare a settlement statement that includes necessary financial adjustments. These adjustments account for various pro-rated costs such as rent, utilities, and other operational expenses incurred up to the completion date. Ensuring these adjustments are accurately calculated and documented is essential for a fair settlement.
Final Payment: On the day of completion, you will be required to pay the balance of the purchase price. This amount is in addition to the deposit that was paid when the sale contracts were exchanged and will be subject to the adjustments referred to above.
Transferring Funds: The final payment will be transferred from your account (or directly from your financier) to the seller’s account. Your legal advisor should coordinate this process to ensure that the funds are available and transferred smoothly, avoiding any delays.
2. Liaising with Your Financier
Securing Funds: In the lead-up to the completion date, you will need to liaise with your financier to ensure that the necessary funds are available. This involves:
- Confirming Loan Arrangements: Verify that all loan approvals are finalized and that the funds will be available on the completion date.
- Coordination with Financial Advisors: Work with your financier to address any last-minute issues and ensure that the funds are transferred in accordance with the settlement timeline.
Ensuring Financial Preparedness: Your legal and financial advisors should assist you in managing these financial arrangements to ensure that everything is in place and that there are no hiccups during the completion process.
3. Stocktake on the Night Prior to Completion
Conducting the Stocktake: A comprehensive stocktake will be conducted on the night before completion. This stocktake is crucial for verifying the inventory and assets being transferred.
Appointment of Stocktaker: A mutually agreed-upon stocktaker will conduct this inventory check to ensure impartiality and accuracy. Both you and the seller will typically agree on this professional to ensure fairness in the process.
Documentation: The stocktake results will be documented in a detailed report, which will be reviewed and signed by both parties. This report should list all inventory items, quantities, and their condition, and will serve as a basis for finalizing financial adjustments.
4. Computer Systems Changeover
System Transition: The changeover of computer systems will occur the night before completion. This is crucial for ensuring that the pharmacy’s operations are not disrupted.
Data Transfer: Ensure that all relevant data from the seller’s computer systems, including inventory records, customer information, and financial data, is transferred to your new systems.
System Testing: Test the systems to ensure that they are fully operational and that any updates or integrations are successful. This will help in avoiding operational disruptions on the day of completion.
5. Finalizing State Regulatory and PBS Approvals
State Regulations: On completion, your legal advisors should finalise all required state regulatory approvals with the relevant regulatory bodies.
PBS: The seller will be required to close off all PBS claims by close of business the day prior to completion. You will then be required to put through any claims on the day of completion using your new approval number.
6. Transfer of Physical Control
Handover: On the completion date, physical control of the pharmacy will be transferred to you. This includes:
- Receiving Keys and Access: Obtain all necessary keys, security codes, and access credentials for the pharmacy premises.
- Final Inspection: Conduct a final inspection of the premises to ensure that everything is in the agreed condition and that all assets are transferred as per the contract.
Operational Transition: Make sure you receive all relevant documentation, operational procedures, and staff information to ensure a smooth continuation of pharmacy operations.
Conclusion
The completion phase of purchasing a pharmacy involves several key steps that you should be aware of. While many of these will be managed by your advisors, you should be aware of your obligations and responsibilities so as to avoid any undue delays or complications