THE COMPANY

Based in South Wales, TSC provides safeguarding solutions that prevent, reduce and help to eliminate abuse, harm and neglect, and protect the wellbeing of children and adults.

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CHALLENGE

We first began working with TSC (previously One Team Logic) in 2019 when we helped the company secure £3.2m of equity funding from Octopus Investments to support the ongoing development of its software solutions. Having launched a new portfolio of products and secured a strong foothold in the school and sports sectors both domestically and abroad, company founders Martin, Mike and Darryl decided it was time to exit the business to allow a new wave of investment and energy to propel the company forward.

We then won the mandate to sell the company in 2022 after a competitive pitch against some of the biggest players in the corporate finance industry.

At the time of our appointment, there had already been a series of negative developments in the wider economy. Things only grew worse as we prepared to take the business to market, not least due to the rapid increase in inflation with many commentators speculating about a recession in the UK.

As a SaaS business, TSC’s sector had also been particularly badly affected with tech stocks plummeting significantly (the NASDAQ 100 Technology Sector Index is still down as much as 25% on its end of 2021 peak).

Our challenge was therefore to balance the valuation expectations of the founders, expected returns for venture capital investors, and a clear mid to long-term value creation strategy for the buyers. We also had to specifically ensure that, not only were TSC’s three owners satisfied with the deal, but that Octopus Investment – which owned 20% of the company – was also assured that it would receive an excellent return on its investment.

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OUTCOME

We worked closely with the company’s board, challenging and supporting them while bringing their business plan and financial forecasts to life in a robust and commercially attractive way.

We also invested a considerable amount of time in understanding different categories of buyer both in the UK and internationally and engaging with them as early as possible to understand their views on the market and what they were looking for in an acquisition. This approach allowed us to focus on those buyers who were most likely to realise maximum strategic value from an acquisition.

After presenting the business to a range of UK and international buyers, we identified Tes as the preferred bidder as it offered a natural home within the EdTech sector. Tes was already firmly established in providing schools in the UK and internationally with trusted online training in safeguarding and duty of care, as well as delivering digital solutions to monitor concerns and ensure compliance.

We were then able to protect deal value thanks to thorough preparation, running an efficient process to completion and by engaging with Tes effectively to address any concerns that materialised in due diligence.

In a process that took just eight months, we had been able to engineer a successful exit in an increasingly difficult market. The acquisition brought TSC’s leading suite of complementary software solutions to complete the entire safeguarding picture for schools, colleges and Multi-Academy Trusts (MATs).

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TESTIMONIAL

“Once again, Shaw & Co has proved to be the right company for us to work with. Their integrity, knowledge and skill, as well as the outstanding levels of service that we have experienced throughout the process, have been truly exceptional.”

Martin Baker, CEO and co-founder, The Safeguarding Company

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