Macdonald Henderson

Macdonald Henderson has advised Contraflow,  the leading Scottish traffic management solutions provider, on the acquisition of CTM Carlisle. Contraflow provide a full range of traffic management solutions for various industry sectors -from small lane closures to facilitating construction site access through to major road construction schemes. In addition to supplying a fully catered and bespoke traffic management solution, Contraflow also provide a full range of equipment for use under the end client’s direction – including concrete safety barriers, fencing, road signs and cones. The acquisition of CTM Carlisle will improve and develop Contraflow’s operational ability in Dumfries & Galloway, the Borders and the north of England. Macdonald Henderson were delighted to co-advise with Craig Corporate, who worked alongside Macdonald Henderson and Contraflow’s exceptional team to structure and project manage the transaction, whilst navigating the equally important practical aspects of business combination. We wish Contraflow, its leadership team, and the employees and all stakeholders of the expanded Contraflow business every success for the future.  

Macdonald Henderson has advised Cofficient, a leading Scottish Oracle NetSuite and SAP  partner, on its transition to an employee-owned company. This significant step underscores Cofficient’s longstanding commitment to its team and a future built on shared success. By placing ownership directly in the hands of its employees, Cofficient is creating a powerful environment that fuels innovation and exceptional client service.  This dedicated team, now with a personal stake in the company’s success, will be even more driven to deliver outstanding results for Cofficient’s valued clients. Employee Ownership: A Shared Vision Cofficient’s directors and co-founders, Paul Grant and Paul Tindal, see this transition as a natural evolution of the company’s core values. “We’ve always believed in putting our people first,” says Paul Grant. “Employee ownership is a perfect fit for our vision. It empowers our team and allows them to share directly in the rewards of their hard work and dedication.” Luise Reid, an ERP consultant at Cofficient, echoes this sentiment. “This is an exciting time to be part of the Cofficient team,” she says. “Knowing that we’re all owners strengthens our sense of purpose and gives us even greater motivation to deliver exceptional service to our clients.” A Seamless Transition for Clients Cofficient assures its clients that this ownership shift will have no impact on the exceptional service they’ve come to expect. The company remains dedicated to providing high-quality, reliable NetSuite and SAP solutions. In fact, with a team that’s even more invested in the company’s success, Cofficient anticipates an even stronger commitment to client satisfaction. Cofficient is filled with enthusiasm for the future as an employee-owned company.  With a team that’s deeply invested in the company’s success and a long-standing commitment to people-centric values, Cofficient is poised to push boundaries and reach new heights. “We’re incredibly optimistic about what lies ahead,” says Paul Tindal. “Together, we’re ready to take Cofficient to the next level, continuing to provide exceptional service and innovative solutions for our clients.” Also supporting Cofficient through the transition, John Blair, Corporate Finance Partner at Consilium, said: “We are delighted to have supported Cofficient on the transition to Employee Ownership and we look forward to seeing the business go from strength to strength.  We are advising on an increasing number of similar transactions as owners start to see the tangible benefits of Employee Ownership.” David Beveridge, Managing Director of Macdonald Henderson, said: “It has been Macdonald Henderson’s privilege to have supported the company on corporate and commercial (legal) matters for a number of years, and to witness the growth of the business and its blue chip client base. We are delighted to have advised Cofficient and its dynamic leadership team on this exciting transaction, and wish the employees and all stakeholders every success for the future.”  

Macdonald Henderson has co-advised with global law firm Stephenson Harwood (providing Scottish corporate legal support), on London-based private equity firm Rockpool’s eight-figure investment in Edinburgh-based 2i Testing, to grow its work, helping organisations to roll out complex new IT systems. 2i Testing already has more than 200 staff across the UK with clients including the Home Office, Virgin Money, Abrdn and the Scottish Government’s Social Security Directorate. Rapid organic growth in recent years has seen it grow to a turnover of more than £20m. 2i is targeting £50m sales and plans to more than double its turnover through acquisitions. Dave Kelly, who moved from managing director to CEO in 2022, says Rockpool’s cash injection will allow 2i to explore acquisition opportunities. He said: “We are absolutely delighted with this investment from Rockpool who we believe are the perfect partner to help us on the next stage of our growth journey. Their support and expertise will help us to further develop our service offerings and identify acquisition opportunities to support our aim of becoming the premier quality engineering company in the UK.” Rockpool provides funding of between £5m to £15m to UK-based private companies and has invested over £675m since its launch Its investment was led by Guy Nieuwenhuys and Will Beckett. Mr Nieuwenhuys, investment director at Rockpool, said: “We are delighted to be partnering with Dave Kelly and the 2i team as they continue their strong organic growth and embark on a buy and build journey “We have been impressed by their proactive investment in talented people and automation products. The business is highly innovative and takes a strategic partner approach to working with its clients. Increased digital change poses a huge risk to organisations as system failures can lead to significant financial and reputational issues for companies and their senior executives. “2i is well-placed to support, through its focus on high-quality delivery and client service”. Macdonald Henderson are delighted to co advise with Stephenson Harwood once again, and wish Rockpool and all stakeholders in 2i Testing every success for the future.  

Macdonald Henderson are proud to rank at number 2 for number of deals completed in Scotland, in the Experian (UK &I) M&A Review 2023. We are grateful to our clients, contacts and friends in business for your support.  

Macdonald Henderson has advised Scottish creative agency Tayburn on joining forces with Lewis, in a six-figure cash and equity deal that will bring together the agencies’ branding, packaging, design, and digital services. The two agencies will continue to operate in their current form but will be part of a newly-formed group company, called Limitless Innovation Group. Lewis was established in 1973 and Tayburn in 1979. David Lewis, chief executive of Lewis, said: “What began as a joke has developed into an exciting vision to unite the two longest-standing agencies in Scotland. “For the past 45 years, we’ve admired and competed against each other in equal measure. Today, Tayburn and Lewis have become one team. “We’re bringing together almost a century of agency experience and the industry’s best in strategy, brand, advertising, packaging, social, digital creative and website development, to ensure that our clients never have to settle for anything short of world-class.” Richard Simpson,  co-owner and joint managing director of Tayburn, said: “Throughout my time in the industry Lewis is one of those agencies that we have always admired because of their longevity, foresight to embrace new trends and their enviable client list of major institutions and household names. “Following initial conversations to explore the possibilities of aligning with each other, it became apparent just how similar our vision and values are. As the benefits to our colleagues and clients became clear thanks to our complementary services and shared beliefs, the potential of our coming together is limitless.” We are delighted to have advised Tayburn and its superb management team on this exciting transaction, and wish the employees and all stakeholders of the combined Limitless Innovation Group every success for the future.  

Macdonald Henderson has advised Emblation, the advanced medical device technology business, specialising in treatments using microwave technology, on a £4M funding package with Virgin Money Venture Debt. Emblation joins VM Venture Debt portfolio of venture backed, high-growth, IP rich companies. The funding package follows last year’s acquisition of a new £4 million state-of-the-art headquarters located in Stirling, (also advised on by Macdonald Henderson) marking a significant milestone in the firm’s global expansion journey. The new base will also enhance the company’s production capabilities, as manufacturing will now be in-house. Emblation has gained recognition for its innovative Swift device, revolutionising the treatment of stubborn skin lesions, with over 350,000 treatments administered worldwide, and its microwave technology is undergoing trials for potential use in treating conditions like cervical and skin cancer. We wish Emblation every success for the future. Legal Advisers For Emblation – Macdonald Henderson (UK) and Squire Patton Boggs (US) LLP (US) For Virgin Money – DLA Piper Scotland LLP (UK) and DLA Piper LLP (US)