Rollback to 2019, a time when we could travel, meet people and have a beer in a pub. Oh, how I miss those days.
In late October 2019, Tarmac set me a task to find a company that it could acquire, a company that enhanced their service offering, added elements they didn’t already possess and ideally furthered their mission to use automation to increase software quality and accelerate delivery.
I’d already spent the summer shortlisting potential targets and had just departed on a crazy trip taking in the Netherlands, Serbia and finally Finland to meet with those companies that best fitted the brief.
As a group, we’d pretty much decided that a UI design agency would give us what we wanted, although a few software tools also showed some potential and were worth exploring further.
The shortlisting process was a valuable learning experience for me. I interviewed countless businesses that had interesting propositions but when the conversation turned to valuation it was clear we were badly misaligned. Whether it was because I represented a US software company (and no, not all US software companies have the cash reserves of Apple or Microsoft) or just plain unrealistic value expectations, the figures we were given killed most deals dead in their tracks.
Negotiating on price is a given but when your business is losing €100k a month and you’re valuing the business on the amount you’ve invested, or potential future revenue for an as-yet unsigned contract, you need to find a buyer significantly braver than us to make that deal fly. It’s time to wake up and realise the real value in your business, if it has any at all.
The final leg of the journey, up north to Helsinki was by far the most interesting. Brent Kastner (Tarmac CTO) and I had actually been in discussion with another company who had an interesting software productivity tool that ticked a lot of boxes. However, out of the blue a second opportunity arose and while at first glance it didn’t seem that interesting, we were in Helsinki so why the hell not have a quick chat? That company was Usetrace and the rest is now history.
Arto Vuori, the founder at Usetrace, impressed us immediately. He was smart, creative and had built a software QA Automation tool that offered something genuinely different and innovative. Brent and I could see immediately how Tarmac could utilise Usetrace to improve the quality of the software we produced, where our clients would see value and how it could be integrated into our automated CI/CD process to speed up the delivery. It fitted the brief perfectly.
No sooner had the decision been made to pursue the acquisition of Usetrace then COVID decided to gate-crash our party. It would make closing the deal considerably more complex.
With the world in lockdown and all international travel suspended, the deal was completed 100% remotely across two different continents and three different time zones. We always knew technical fit was crucial but we quickly learned that a good cultural and personal fit, especially when you’re unable to meet in person, is absolutely vital too. Without those key elements we could never have built the high-level of trust that was essential to keep things moving at pace.
Due diligence was completed across multiple operational areas, information was exchanged freely and openly and frequent candid conversations took place almost daily. We obviously didn’t throw caution to the wind, but many knotty issues that could have slowed the deal down were accepted at face-value and we pressed ahead on the foundation of trust and openness between the two parties. It really helps when your CEO, in my case Anthony Schmidt, is happy to jump on a call and address issues head on.
Countless late nights, Zoom meetings, spreadsheets and documents later, and the deal was signed. It’s still early days but so far the relationship and the opportunities it brings have easily matched expectations.
Want to find out more about Usetrace? Join our Webinar on 31st March 2021 to see why we liked it so much.
Clearly technology was a great enabler and allowed us to facilitate the transaction, however, without a high-trust environment, setting of clear expectations, frequent and effective communication, and working together towards a common goal we could never have got this acquisition done so quickly without ever meeting or having the key people in the same room.
My top takeaways from the acquisition are as follows:
- Approach all discussions with an open mind
- Set expectations early
- Buyers must be realistic about what they’re prepared to pay
- Sellers must be realistic about the value of their business, crucially, historic investment or unsigned deals are no guarantee of future success
- Communicate. Frequently and clearly
- Technology is a great enabler but don’t expect it to solve all your problems
- Don’t rely on email, pick up the phone or speak face-to-face. Zoom is perfectly fine for closing deals
- If you don’t have trust you don’t have anything
- Not all US software companies are worth billions of dollars…yet
Written by: Dave Worsell / Vice President, Sales