Mergers and acquisitions in governance, risk and compliance services.

1. NED WIN
From the legal services,
governance, risk and
compliance (GRC)
market specialists.
How You get to Win
in the M&A process

2. Intequitas
Unique Experience in Your Market.
Unique Hands-On Insight.
Unique Contacts and Reach.
Decades of deal making
experience in your market –
it’s what we do.
No ‘spreadsheet jockeys’ – just
solid Line-Director insight.
Decades of in-depth buy-side
experience throughout
GRC/legal services.
Deals concluded in
technology, advisory,
consulting, content and
learning sectors.

3. Control the Process.
Control the Result.
Control the Risks and Costs.
You do this once,
‘pros’ do it all the time
- so level the playing field.
Focus professional advisors;
don’t over-pay/distract them;
save time and cost.
Pick your time.
Pick your partners.
Pick your ground.
The ‘dark arts’ explained.

4. Intequitas
The best market intelligence.
Know more than the ‘oppos’ do.
Tried and tested structures.
NED market intelligence:
market sizing, benchmarks, run-rates
and multiples all at Your finger tips.
Make sure you know at least as
much (if not more and better)
than the other side.
The usual suspects, the ‘left field’,
the time-wasters and the long shots
- all tracked and prioritised.
You control the timing - watch the
deals, the trends and the market
facts - move when You’re ready.

5. NED have advised on pretty much
every deal here, and led on more
here than any other.
Unique buy-side insight and
experience as Principal and adviser.
Unique intra-industry experience
and insight.
Technology:
FDS
ProAcc
Digita
Flosuite
Abacus
FWBS
Norton Waugh
New Law
PLC
Advisory/Consulting:
IRPC
SBJ-ESS
LPMS
PPC
Empire
Reward
SafetyWorks
EH&SS
PerryScottNash
ERM-HR
ClearlyHR
Learning & Content:
Kestrian
IDS
Mercia
Hawksmere
Thorogood
CHSS
Legistics
As principal or principal advisor we source, structure
deals, agree value and ‘Heads’, conduct and scope due
diligence. We help you get the timing right, the partners
right, and the chemistry right. Our experience has been
tested at all levels including Government and the
Competition and Markets Authority.
Done and Dusted: Over 30 deals completed

6. Unique experience in tech, advisory
and B2B and legal services sectors.
The widest knowledge of UK and
overseas buyers.
The line-director perspective built
from hard earned integrations.
FDS
ProAcc
Digita
Abacus
Flosuite
FWBS
Norton Waugh
New Law
PLC
Acquired a former mbo team in personal tax computation software to provide the
‘anchor’ for transformation of a US based global accountancy services team.
Added practice management software to the FDS team to extend the product range
and embed client service renewals.
Acquired a personal tax computation start-up team for a major legal publisher to
outflank its competitors in services for accountants.
Advised on acquiring the in-house corporation tax software from a top 4 accountancy
firm for a global professional services software team.
Added a digital software development team to the range of services for a global legal
software firm building share in the UK.
Combined Australian and UK digital services for smaller and mid-market practices for a
global legal software conglomerate.
Acquired a task and process based safety software team for the leading health & safety
services team in the UK.
Captured a unique case reporting intelligence system for an EU based legal services
conglomerate seeking to break into UK legal services technology sectors.
Advised the most successful disruptor in digital legal services support for law firms on
growth and value creation strategies, culminating in the largest deal in UK professional
services M&A
NED specialises in matching buyers and sellers
across industry boundaries.
This is often where the chemistry is most successful,
the synergies most evident,
and the premiums (for both sides) most deliverable.
Done and Dusted: Technology

7. Unique buy-side and sell-side
experience.
Deals done in all sector specialisms.
The inside track on trade and
private equity thinking is yours.
IRPC; SBJ-ESS
LPMS; PPC;
Empire; Reward
SafetyWorks; EHSS;
RSSL-SelectQA;
Controls Assurance;
EH&SS; HMS; CHSS
PerryScottNash
ERM-HR; ClearlyHR;
FBS
NED’s buy-side and sell-side experience is unique.
We know how major trade buyers think.
We know the private equity metrics and tactics.
We know how hard it really is to build businesses.
It means we really do deliver ‘win-win’ solutions.
Done and Dusted: Advisory/Consulting
As UK M&A Principal for a global legal and accounting services conglomerate, we led
the creation of the first mid-market consolidation in the regulatory Consulting industry.
Taking an mbo team as ‘anchor’ the group built competencies in reseller networks(SBJ),
safety (LPMS), HR consulting (PPC), comp & ben (Reward) and regional plays (Empire)
to build the first legal services focused high value added market proposition.
Working with Lyceum Capital and the founder of NatBrit, we led the acquisitions
initiative for the leading safety consulting services team adding onsite technology
support (SafetyWorks), niche consulting (Controls Assurance and EH&SS); food safety
(HMS); and qualification training services in safety (CHSS). Lyceum sold the business for
a x3.1 return on their investment after 8 add on acquisitions too sales to £50m and
profitability to over £8m over 3 years.
PSN, a food safety consultancy with a strong niche reputation in the sector, was born
of the founders expertise and focus on client service. The business sold after a focused
limited auction process to SFQC, later rebranded Acoura, providing a platform for the
new group to extend services beyond food certification. The group subsequently sold to
Lloyds Register realising a handsome return for both PSN and their acquirer.
Acquiring some small HR consulting teams adds both new client bases and strong
cross-selling opportunities for any regulatory consultancy. Trade and assets deals can
be solid training grounds for management teams proving they rise buy and sell.
Advising teams on dressing for sale has been a long standing aspect of NEDs service.

8. Always on your side – guaranteed.
No deal may be better than a bad
one.
NED is the still small voice of sanity.
Technology:
HR Software is very attractive
to Regulatory Consultancies.
NED advised against buying
one particular HR software
start-up. The buyer who did
had to reprogram the whole
base and write off the
acquisition.
Legal technology is a very
fragmented and contested
market. NED advised against
the price being expected for
an agglomeration of legal
technology brands. The
successful acquirer had to
threaten litigation shortly
after the deal unravelled and
the seller had to buy the
business back.
Advisory/Consulting:
Revenue recognition policies
are the rock on which every
deal that has foundered in
this market has done so.
Overstating sales, over-
dressing licensing/
subscription revenues,
muddying profits and
divorcing profitability from
cashflows always hurts
eventually. Leaving this
‘bomb’ until late stages in
deal negotiation usually ends
in tears. On several occasions
we have advised that pricing
accordingly was too high. The
subsequent acquirers have
had to make major
‘impairment reviews’.
Some sectors in, eg asbestos
management or occupational
health have especial market
vulnerabilities. Several firms
have not passed due
diligence tests here.
Learning & Content:
Sometimes it is a good thing
to buy a business with strong
non-core assets; usually it’s a
distraction.
If a deal looks too good to be
true - it usually is. NED
advised against applying
growth based profit multiples
to declining assets in
publishing. The successful
acquirers were quickly
making impairment reviews.
We have seen NDAs litigated,
Warranties applied, loan
notes cancelled, and
consideration reclaimed. It’s
not pretty. We keep it clean.
No other firm tells you how to avoid bad deals - we do.
It’s why our fees are not all based on commission.
We’ve saved both buyers and sellers millions here.
M&A starts and finishes with your strategy.
Deal momentum is a means to an end, not the end in itself.
Done, Dusted and Bullets Dodged

9. Save time and money.
Get the best deal structure.
Get the best partner and price.
NED Intel
Start with the intelligence
on the market, buyers,
sellers, deal benchmarks -
know more than the
opposition do.
You monitor and pick your
time.
NED Sprint
Tackle the key projects on
operations, finance, HR,
sales and technology to
ensure partners like what
they see and hear.
Strategic Market
Positioning for a
compelling proposition.
NED GTM
The Go To Market
process.
Finding the best
partners, the best
prices, timing,
structures and the
best chemistry.
No time-wasters, no
fishing expeditions -
qualified prospects
and all stakeholder
interests balanced.
The NED WIN Process

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and are, unless expressly agreed otherwise, chargeable at the rate of £1250+vat per day for deal design and due diligence work and a 2%
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