CMS advises ParentPay on merger with ESS

International law firm CMS has advised ParentPay, a leading online payment service for schools and families, on its potential merger with ESS, a standalone provider of management information systems and related software for the education sector.

ESS is currently owned by Capita plc (Capita), and Montagu Private Equity (Montagu) has entered into an agreement with Capita to acquire ESS, subject to Capita shareholder approval, in a deal that values ESS at up to £400 million. At the same time, Montagu entered into a back-to-back agreement to sell ESS to CMS’s client ParentPay, subject to the anti-trust clearance required for this merger and which, if secured, will lead to Montagu holding a substantial minority interest in ParentPay.

The CMS team advised ParentPay on the terms of its proposed acquisition of ESS, the terms of the joint venture between ParentPay’s principal shareholders and Montagu post-merger, and anti-trust analysis with respect to the overall transaction. 

Simon Morgan, CMS Corporate partner, comments: “We are pleased to have advised ParentPay on its proposed merger with ESS. The CMS team has a demonstrable track record of successfully delivering on complex private equity deals and, as a full-service law firm, we are able to advise our clients on every aspect of this transaction. We look forward to working with ParentPay to bring this deal to a successful close in due course.”

The CMS team was led by Simon Morgan and included Elliot Cowan, Alasdair Goodison and Veronica Andersson (Corporate); Brian Sher, Siobhan Kahmann and Jonathan Carter-Lewis (Anti-trust); Stephen Hignett and Robert Sartor (Tax); Graham Muir and Ellie Pardy (Employee Incentives); and Peter Coyne (Pensions).