M & A Rainmaker

IT services and solutions provider 365iT appoints Pieter Hooft as non-executive director

Appointment of Non-Executive Director

Basingstoke 21st December 2009: 365 iT plc, the IT services and solutions provider, is very pleased to announce the appointment of Pieter Hooft as a non-executive Director of the
Company.
Pieter Hooft is currently Managing Director of UK Investments for LMS Capital plc, the LSE listed international investment group. He has over 15 years’ investment experience in
management buyouts and development capital in the UK and across Europe.
Commenting on this appointment, Peter MacLean, 365 iT’s
chairman and chief executive, said: “I am delighted to
welcome Pieter to the Board. He has extensive experience of
helping companies achieve rapid and profitable growth and I
look forward to his contribution to the Board and to his
expertise and support for the continued development of the
Group.”
Pieter previously worked at Apax Partners and JPMorgan
Partners. Since joining LMS Capital in November 2006, Pieter has joined the boards of
Updata Infrastructure Holdings Ltd, Entuity Ltd, Kizoom Ltd, ITS Engineered Systems Inc and
First Index Inc.
Pieter is a Dutch national and is fluent in French and German. He was educated in The
Netherlands and at HEC Paris.

Notes to the Editor
365 iT plc was founded in 2005 and now employs over 85 people. Through its wholly owned
subsidiaries (365 iTechnology Ltd, 5i Ltd and 7 Global Group Ltd), the group provides an extensive
range of IT services and solutions that address the nine strategic functional areas in IT operations and
management: IT Managed Services, Unified Communications, Business Continuity, Data Backup, IT
Security, Virtualisation, Networks, Storage Solutions and Infrastructure solutions.
Enquiries:
Stephen Bean
Marketing-Alliance,
Tel: +44 (0) 7747 100000
www.365iTechnology.com

http://www.iconcorpfin.co.uk/

http://www.nortonsgroup.com/nortons/services/corporate/

Contact: Rory or Ian.

The prospective buyer will, more than likely, want to look at your companies books and records in some detail. You are only going to give this valuable opportunity to those buyers who have provided an acceptable indicative offer and who you think you can work with.

Typically the M & A Adviser will establish what is known as a “ data room “ at their premises. This is a room or rooms where copies of all your key books and records are held.

You do not want prospective buyers walking all around your business premises at this stage – unsettling employees for what may be no reason. This is why you do the presentations and meetings off-site and why you also establish a data room offsite.

The prospective buyer and their advisers – usually, mainly accountants – are given access to the data room on agreed dates and at agreed times. This will enable them to verify that they key aspects of your business are as you have indicated in your Teaser, Sales Proposal and Presentations.

As this process progresses your Adviser will also be advancing discussions on the Heads of Terms agreement.
As things progress it is likely that the prospective purchaser is going to seek “ exclusivity “. This means that they are the company leading the race to purchase you at that time and you are only giving exclusivity to the company that you believe is the right one and is capable of following through on their offer.

This means that you and your adviser must do “ Due Diligence “ on the prospective purchaser. You want to know if their financial situation is as they say it is. Again, this is a very complex and often sensitive area. Often prospective purchasers are happy to trawl through your books and records asking ever more detailed questions but they are not so happy when you start doing the same to them ! You must do it though because a possible outcome is that you are “ bought “ by a company that cannot actually raise the money to complete or even bought by a company that subsequently goes bust. Make no mistake about it – this can happen and it is a legal, financial and emotional nightmare. Emotionally it is absolutely devastating to believe that you have sold your company to a solid company only to find out later that they are basically insolvent.

Typically sellers of businesses do want to get a good price for their business but they also want it to
“ go to a good home “. You will have many loyal employees, some of whom will have been there from the beginning of your business and you want them to be protected and happy as you hand over your business to someone else. Again, if you sell your business to someone who subsequently fails you will be unhappy for them aswell as yourself.

In all likelihood there will be a phase where you are juggling a small number of very serious prospective buyers who are all pushing for exclusivity while you are trying to get Heads of Terms and progress on the Sale and Purchase Agreement with the most suitable. Again, you need a very experienced M & A Adviser at this stage.

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This blog post is a part of a series of posts describing The Sales Process – you can access the other parts of the series from the links below:

• Making the decision
• Alternative Options to an exit by trade sale
• Getting ready to sell
  
• Timing
• Finding an M & A Adviser – The Beauty Parade !!
• Who/where are the buyers
• “The Teaser”
• Prioritising Interest
• The Sale Document – your greatest ever sales proposal
• Presentations
• Offers
• Negotiations and Heads of Terms
• Due Diligence
• Contracts
• Closing the deal
• Objective Parties