Case Studies
Forvus
CEO: Upi Patel
Sector: Data Management
Business Sale:
Forvus SOLD TO RM Plc
Background
Forvus is a leading supplier of statistical and data management services to the Government sector with a turnover of £3 million. The company was founded in 1985 and has a wealth of experience in data management, dissemination, statistical analysis and web based information systems. Major clients include The Teachers Training Agency and The Department of Education and Skills.
Having met at a seminar ran by ICON (in conjunction with Intellect) in November 2002, the three founding shareholders of Forvus engaged ICON to sell their company.
ICON’s role
After several meetings with the management team to understand the business and prepare forecasts we drafted the main marketing document, a 20 page Sales Information Memorandum which highlighted the strengths of the business and also set out the financial details.
We researched the market and contacted 60 potential purchasers, half of whom were overseas companies. After a good response and having received signed confidentiality agreements, we met with 6 of the companies. We then ran a competitive bid process and received several offers that were substantially cash but had different deferred payment structures. Having given each purchaser a chance to revise their bids, the management chose RM Group Plc as the preferred buyer and we signed a ten week Exclusivity Agreement which allowed RM to conduct their due diligence and complete the deal.
Choosing the right bidder from a competitive process is not always easy. RM made a competitive bid but they were chosen as much for the cultural fit between the two companies and our assessment as to whether they could deliver the deal and reputation in the education sector.
We kept the under-bidders warm in case there were problems during due diligence. Fortunately all the issues raised during this process were resolved including a renegotiation of a lease on the Head Office, a restructuring of the deal as a result of a taxation change and obtaining release of Change of Control clauses in contracts from clients.
Result
The deal closed with a pre-completion bonus paid to staff and £4.5 million cash for the shareholders plus the opportunity to earn a further £2.5 million during the next three years through an earn-out.
