What is the deal?

The acquisition of Interactive Workshops (IW) by the Cegos Group. IW is a London and New York-based learning and development agency, focused on sales and leadership development training to blue-chip clients globally. Cegos is the largest corporate training provider in Europe, based in Paris, with offices in 12 countries, providing training to more than 250,000 people each year. It received minority investment from Bridgepoint Development Capital (BDC) in 2022, with targeted M&A a key part of the investment thesis.

What was the process?

We started conversations with Cegos soon after it had received investment from BDC. We had previously shown them a number of UK training opportunities and had built a strong relationship. We were engaged to perform an acquisition search to find suitable UK targets that aligned with its core training specialisms and delivery model, and, crucially, that had an ambitious management team. 

We conducted a market mapping exercise, identifying 1,000 targets that were scored against Cegos’s criteria, using a proprietary methodology. The list was then narrowed to around 20 top targets that we approached to learn more. It was crucial to demonstrate the value Cegos could bring, while preserving the legacy of those owner-managed targets. 

It was clear from discussions with IW that there was a strong cultural alignment and shared focus on quality learning experiences. Led by a dynamic CEO, Jonna Sercombe, the firm had scaled rapidly and had ambitious plans for future growth. We worked closely with Cegos and IW to agree a structure so all parties would benefit. IW merged with the Cegos UK operation, with Jonna leading the combined business. The partnership provides the platform for Cegos to expand its UK and US operations and for IW to benefit from Cegos’ global network and resources. 

Cegos continue to be active in M&A in the UK and internationally, and we look forward to supporting it in additional acquisitions. 

Who were the other advisers?

Cegos received financial due diligence and tax advice from Kroll, commercial due diligence from Edacto, legal due diligence and advice from VWV in the UK, and legal advice from Stinsons in the US. On the sell side, Consulting M&A provided corporate finance advice to IW and Wallace provided legal advice.

How was the deal structured?

Cegos acquired Interactive Workshops, who simultaneously acquired the remaining share capital of their US joint venture. The deal was structured to ensure alignment of objectives and provide the opportunity for both parties to benefit from synergies and the company’s growth potential. 

What were the challenges?

Navigating the international elements of the deal was key, with UK, US and French market practices to consider. The deal took patience and consideration to align on a deal structure that appropriately motivated key individuals to drive the combined business forward. 

What were the lessons learned?

Delivering an acquisition search that results in a successful outcome takes time. It was important to build a relationship based on trust and a shared understanding of objectives. Deals can take longer when a business is not prepared for a transaction, so it’s important to have good advice on both sides to navigate the inevitable challenges.