The KEY Support Services Limited (“The Key”) have acquired the entire issued share capital of Ortoo Technologies Limited (“Ortoo”).
The Key are a group engaged in professional support to the educational sector providing the latest up to date information to all key stakeholders in schools. Ortoo Technologies are software development company focussed on the educational sector having developed the software Govenorhub.
MHA Larking Gowen assisted Ortoo with sales advisory services in relation to their sale to The Key Support.
MHA Larking Gowen worked to a tight deadline overcoming logistical issues presented by COVID-19 whilst also achieving exceptional shareholder value.
Alex Robinson, Director and shareholder of Ortoo Technologies, said:
“Selling a business that you have created from scratch is a daunting experience. As directors of the company we knew broadly what it would involve, but we also knew that the difficulties would lie in the detail. We had been working with MHA Larking Gowen as our accountants since we launched the business in 2012, so it was natural for us to turn to them to help us through the deal. They were already familiar with how we worked and they were able to respond quickly to questions.
Jack and the team at MHA Larking Gowen were extremely helpful and proactive. They could anticipate many of the questions that arose during the due diligence process and they were able to bring experts into the conversation on matters such as tax and valuation.
Lockdown started right in the middle of the due diligence process. We were concerned that this might delay things, but everyone switched seamlessly to remote working. The advice and responsiveness just continued as normal, delivered via video and phone calls. The experts were all still available to us as and when needed.
We were delighted to conclude the deal within the timescale and cost that was estimated, despite a few complexities on the way. Our only disappointment was that lockdown meant our celebration with the MHA Larking Gowen team and other advisers took place via video and not in person, but our thanks were sincere!”
Jack Minns, MHA Larking Gowen Director, said:
“Alex, Neil, James and the team at Ortoo have built highly successful software, operating a SAAS based model with strong growth year on year. Both the nature of the business model and strategic fit with The Key have helped deliver significant shareholder value. I am sure that Ortoo will continue grow and progress as part of The Key.
It was also really satisfying to have helped a long standing client of the firm achieve their goals and still complete to timescales despite the uncertainty brought by the Coronavirus lockdown.”
MHA Larking Gowen Corporate Finance was asked to undertake the following work:
- advice on heads of terms
- negotiation of working capital adjustments and final consideration due
- handle financial due diligence enquiries
- preparation of locked box accounts
- tax advisory
- assisting solicitors to draft the legal paperwork