CASE STUDY
Manage IT Ltd
Manage IT Ltd
We run a Manage IT a technology services company offering support from our dedicated 24x7x365 operations centre. The company is responsible for the outsourcing of responsibility for maintaining and anticipating the needs for a range of processes in a cloud centric environment. Every package is tailored to meet the individual needs of our customers. Our customers benefitted from UK based staff, available on demand and highly skilled in the areas involved in operating managed IT services.
Manage IT was an independent provider with proven delivery record in both the private and public sectors. We created flexible and cost-effective solutions to meet the demands of an ever-competitive market, recognising in the current climate that customers are ever more equipped with knowledge and spoilt for choice yet still often utterly bewildered with technology.
We have witnessed incredible change in the IT industry with exponential technology growth and buyer patterns moving to a more agile and responsive focus on the partners they choose.
Our commercial strategy is not steered by marketing incentives from vendors or sales pitches. We review the market for best fit for the purpose, factoring in what is right for the customer in question which, invariably is not always the same for each customer. Data protection and GDPR was a concern. We we needed comfort that the risk of being responsible post completion for data breaches pre sale were minimised. We did not want to give wide warranties.
The Brief
Gannons were asked to act for the shareholders of Manage IT in relation to the sale of the entire issued share capital. The deal was a cash and deferred consideration offer worth up to £25 million if we hit target. Gannons looked after us from beginning to end.
We chose Gannons because it was clear from our research and initial discussions that the firm had significant expertise in the managed IT services sector and the ability to meet the tight timeframes in a cost efficient manner. Catherine Gannons is straight to the point and gave clear and definitive advice from both a legal and tax perspective in relation how the deal should be structured. John Deane, a corporate and commercial partner run the transaction and managed the team.
We were looking for direct access to the senior team who were going to be involved in the transaction on a day to day basis from start to finish. Our initial impressions were correct and Gannons did not fail to delivery in this respect.
We instructed Gannons to act as our general counsel, providing advice on all aspects of the share sale from both a legal and tax perspective. We had never been through such an experience and had no idea of what was “normal”. As part of this, the team provided commercially astute legal advice on corporate, commercial and intellectual property matters with the tax efficient structure being at the forefront of their minds. We were very keen to utilise BADR business asset disposal relief. You could tell that they had worked on similar deals many times before.
What challenges (if any) did you face?
The project started in August and concluded in mid-October, which was incredibly fast for a deal of this size and complexity. We were under a lot of pressure from the Buyer to adhere to their strict timeframes which were driven by commercial objectives outside of our control.
Although we had a solid understanding of the business aspects of this transaction, the legal and tax issues were new to us as we had not gone through this process before. The team at Gannons were approachable, user-friendly and patient. This instantly put us at ease and encouraged me to ask as many questions as I wanted – no question was too small or trivial.
The due diligence process did get tricky with every contract being scrutinised for flaws and potential hazards. There were a vast array of contracts from service level agreements, licences, outsourcing agreements, terms and conditions. Because the Gannons team had dealt with so many contracts used in managed IT services in their time they we able to find solutions to queries the Buyers raised. The disclosure letter which is used to reduce the impact of the warranties and indemnities takes thought and work but it does calm fears.
Without a doubt. The team at Gannons were proactive and continuously planned for the next step of the transaction before it landed on our side of the court. The team worked tirelessly both during and outside of office hours to ensure that we dealt with our responsibilities as quickly as possible with a view to meeting the tight deadlines that had been set.
We had the direct dials and mobile numbers for everyone in the Gannons team and they were always on hand to provide advice and reassurance both during office hours and outside of office hours. This was important because there was a busy business to run alongside this transaction.
We won’t hesitate in recommending Gannons to my business contacts.
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