Maximizing Value Through a Sale of the Parts M&A Strategy

When we decided to explore a sale of WCC, we knew it would not be a straightforward process. Our technology powered different products for different customers. That complexity ultimately became the foundation for a strategy that delivered a significantly better outcome than a traditional single buyer sale.

WCC’s Mission and Dual Focus

WCC has always focused on using advanced data matching to solve critical, real world problems. Our ELISE platform sits at the heart of two core businesses.

On one side, ELISE powers our public employment services and staffing solutions, helping organisations such as the German Bundesagentur für Arbeit and France Travail match millions of people to jobs and opportunities. On the other side, ELISE underpins HERMES, our real time traveller data analysis solution that supports border authorities with passenger screening and border security.

These two businesses shared the same underlying technology, but served very different customer personas in very different markets. That dual focus had been a strength for WCC commercially, but it created a major challenge when we looked at strategic options.

The Strategic Challenge

When we started speaking with potential acquirers, it became clear that different buyers valued different parts of WCC. Travel and border technology players focused on HERMES and its role in real time passenger screening and integrated border management. At the same time, software investors and buyers in public employment and staffing were attracted to the ELISE based matching solutions that supported labour and citizen services.

Very few buyers were genuinely interested in both. A sale of the entire company to a single acquirer would have forced them to purchase a business line outside their core strategy. That typically results in lower valuations and more complicated integrations.

Together with Avedon, Venero, and our other advisors we reached an important conclusion. To maximise value and find the best long term homes for both businesses, we needed to separate the assets and run distinct sale processes. This was a classic sale of the parts situation, but executing on it would be demanding.

Partnering with Venero Capital Advisors

Pursuing a multi track sale required advisors that understood both how buyers think and how to manage complexity over an extended period. We chose Venero Capital Advisors to act as joint financial advisor to WCC and Avedon.

From the outset, Venero approached the project with a structured mindset. They took the time to understand how ELISE supported both HERMES and our employment services products, and how each business line created value for its respective customers. Their ability to translate that into clear, tailored positioning for different buyer groups was critical.

Venero’s professionalism, market expertise and structured approach were instrumental in this transaction. They became a key partner in a strategy that many advisors might have considered too complex or too risky.

Company: WCC Group
Vertical: Public Employment Services and Border Security Technology
CEO: Jan Jensen
Private Equity Owner: Avedon Capital Partners
Transaction Type: Sale in Parts

Venero’s professionalism, market expertise and structured approach were instrumental in this transaction. They became a key partner in a strategy that many advisors might have considered too complex or too risky.

Designing and Running Two Processes

Once we committed to a sale of the parts strategy, the workload increased significantly.

For each business line, we had to prepare standalone deal materials. That meant separate information memoranda, customer analyses, and detailed historical and projected financials for HERMES on the one hand and for the employment services and staffing business on the other. Each line of business had its own story, metrics and key value drivers, and each needed to be presented as a coherent standalone company.

We then ran effectively two separate M&A processes in parallel, each targeting a distinct pool of buyers. The HERMES process focused on travel technology leaders and companies building end to end border and identity management solutions. The employment services and staffing process targeted strategic buyers and platforms interested in specialised matching software for labour and citizen services.

This dual track approach extended the overall timeline and added operational complexity. We also faced a real risk: all parts of the business needed to be sold. Being left with an unsold business line after another had been carved out would not have been acceptable for WCC or Avedon. Managing sequencing, negotiations and communication across both tracks required constant attention.

The Value of a Sale of the Parts Approach

The strategy worked. The sum of the parts exceeded what we could have achieved by selling WCC as a single combined entity.

We found acquirers that were highly motivated to buy the specific business line that best fit its own strategy. In turn, this helped maximize valuation for each asset. This resulted in a total valuation that was significantly higher than the offers we had seen for the company as a whole.

Just as importantly, each part of WCC found a home where its technology, people and customers could continue to thrive.

While harder and more complex, a sale of the parts can be the right approach when it is grounded in a clear strategic logic and is executed with discipline.

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