HCR Law advises on Jadu Holdings sale to Netcall Plc

HCR Law’s Midlands Corporate team has advised the shareholders of Jadu Holdings Limited on its sale to Netcall Plc for an initial consideration of £15.2m, with a potential £4m earn-out, bringing the total possible consideration to £19.2m.

Jadu Holdings Limited, parent company of Jadu Limited, is a leading digital experience platform developer and provider headquartered in Leicester.

The Jadu Group specialises in web content management, online forms, case management and customer self-service solutions, and provides its services globally to major organisations, including Birmingham City Council, Edinburgh City Council, Wasatch County Government in Utah and Carnegie Mellon University in Pennsylvania.

Corporate Partner Jenna Ostrowski led the team appointed by the shareholders of Jadu to provide sell-side M&A legal support. The HCR Law team comprised Jenna Ostrowski (Partner), Alex Stenson (Solicitor), Imran Shah (Solicitor) and Hyein Ma and Ryan Upperton (Paralegals), supported by specialists in HCR’s Banking, Employment and Insurance, Risk & Regulatory teams.

Jenna said of the deal: “We’re very pleased to have completed this transaction for the shareholders, securing the desired outcome sought by the large group of individual shareholders. Not only is it always rewarding to act for owner-managers who have worked incredibly hard to build a successful business, but it’s also great to be able to add to our repertoire of recent technology deals and demonstrate our wider Midlands coverage outside of the west, acting for an East Midlands-based company.”

Suraj Kika, founder and Chief Executive Officer, said: “I’m delighted to have completed the transaction with HCR Law’s support. The team at HCR, led by Jenna Ostrowski, were efficient, supportive and available throughout and played an integral role in closing the deal. They were responsive to all requests at all hours and, as an owner-manager together with a large group of individual shareholders, Jenna helpfully guided us through the complexities of the legal process, cutting through any unnecessary legal jargon and taking a commercial approach. It’s been great working with Jenna and the team.”

Piers Morgan, shareholder and Senior Vice President and Chief Commercial Officer, said: “I had regular day-to-day contact with the HCR Law team, led by Jenna Ostrowski, and can genuinely say that it was a pleasure working with such a dedicated and focused team.

“Jenna was incredibly well-organised and project managed all legal aspects of the transaction, leading on SPA negotiations and making herself available day and night and at weekends to guide us through the process. Jenna was supported by Alex Stenson and Hyein Ma, who were also great to work with and did a fantastic job of coordinating and finalising the due diligence and disclosure processes, as well as other ancillary workstreams, including implementing the necessary steps to capture a large group of individual minority shareholders.”

Tax advice was provided to the shareholders by Mark Hook at Rowleys, Leicester, and the purchaser was advised by DLA Piper, Birmingham.

HCR Law is widely recognised for its M&A expertise. In Experian’s latest UK M&A report, the Corporate team retained first position as the most active dealmakers in the UK by a substantial margin of 52 deals. The Midlands Corporate team also ranked first in the region.