New identity

What was the deal?

The sale of IdentityE2E to the UK arm of NYSE-listed international data and technology company CACI. IdentityE2E was founded by three technical experts: Richard Garner, Mathew Costick and Peter Wales. IdentityE2E is a biometric and cloud engineering specialist, servicing critical and complex national government infrastructure projects.  

How were you introduced to the deal?

In 2024, Clodagh Tunney, a partner in our Bristol office, and I advised NEC on the sale of its public safety and control room software business to Codan, a transaction with a similar customer base within central government. In spring 2024, we reached out to IdentityE2E, to explore future growth plans. The founders were already starting to think about succession planning and potentially partnering with a large corporate for their next chapter, with Richard and Mathew looking to stay, while Peter planned to retire. It was the perfect time to explore options, due to interest in software engineering and digital transformation consultancy businesses working with government agencies. 

What were the timescales?

The business demonstrated strong financial management and governance standards so there was no need for vendor due diligence. We spent four months discussing strategy and readying the business. We also worked closely with our client to help them to better understand the journey they were going on. We reached out to buyers in September 2024, and completed in April 2025. 

Who were the advisers?

We acted as M&A lead adviser to the shareholders of IdentityE2E. Addleshaw Goddard were legal adviser. CACI used Gateley as legal adviser and Moore Kingston Smith for financial due diligence.  

What was the process?

We undertook a dual-track process that saw us approach a tailored list of strategic and PE-backed trade buyers. The attraction of trade was what the acquirer could bring to the party in terms of opening doors to new markets, both in the UK and internationally. IdentityE2E was getting to a stage where it needed to invest in its infrastructure as a standalone business due to a period of high growth. The deal was about accelerating the next stage of growth. 

After a highly competitive first and second round with a number of interested parties, we engaged in more detailed conversations with CACI’s C-suite. These conversations provided vital insight and highlighted high-value opportunities to expand the service to central government. By the start of 2025, we’d signed detailed heads of terms and entered into exclusivity with CACI. Although there is inherent uncertainty in any transaction prior to completion, we were confident in CACI’s ability to execute. We maintained multiple credible alternative offers in the background to mitigate execution risk.    

What was the biggest challenge?

For many years IdentityE2E utilised a contractor base to eliminate any risks of fluctuating demand. Owner-managed businesses manage risk in a different way to large corporates. While contractors provide flexibility, a permanent workforce ensures a secured skills base. A larger organisation can more easily deploy its employees to meet business demands. On our advice, prior to going to market, we worked with our client to transfer its people from contractors to employees. This went smoother than anticipated – people were keen to become employed. This highlights the importance of preparation. Some clients want to go to market straight away, but that may not always be for the best.