NCC Group sells Escode unit for £309m cash

NCC exits Escode in £275m sale to TDR funds

UK‑based cybersecurity company NCC Group has agreed to sell its Escode business to Herringbone Acquisitions Limited and Herringbone Acquisitions Inc, entities controlled by investment funds managed by European private equity firm TDR Capital. The transaction attributes an enterprise value of £275m ($369.2m) to Escode and carries agreed gross cash consideration of £309.1m, subject to completion adjustments. After these adjustments, NCC expects to receive net proceeds of around £262.4m, with estimated transaction costs of roughly £10m.

Escode, previously known as NCC Group Software Resilience, provides software escrow and verification services designed to ensure the availability of critical third‑party software. Its offering supports customers’ operational resilience and regulatory compliance requirements by safeguarding access to key applications if a vendor fails. TDR Capital, which manages more than €15bn of assets, described the acquisition as consistent with its focus on backing market‑leading businesses positioned for growth.

Completion of the sale remains subject to customary conditions. NCC’s board has indicated that, once the deal closes, it intends to consult with shareholders regarding the mechanism and timing for returning a substantial portion of the net proceeds, with the final structure to depend on the completion date and other factors. The Escode disposal is structured entirely in cash, giving NCC flexibility in how it allocates capital between shareholder distributions, balance sheet strength and reinvestment in its retained operations.

Divestment programme reaches £349m and refocuses NCC

The Escode deal marks the culmination of NCC’s multi‑year effort to divest non‑core assets and sharpen its focus on core cybersecurity activities. It follows the sale of Fox‑IT DetACT in April 2024 and Fox‑IT Crypto in March 2025. Taken together, the three transactions are expected to generate cumulative enterprise value of about £349m. Chair Chris Stone said the board views the Escode agreement as an "excellent outcome" that supports both a sizeable capital return and a clear strategic focus for management.

Chief executive Mike Maddison said the Escode sale "completes the divestment of our non‑core activities" and allows NCC to concentrate fully on its cybersecurity resilience business. Over the past year, the company has expanded its technology‑led, recurring‑revenue services and invested in consulting and implementation capabilities. It has also strengthened strategic sales and unified global account management, with the aim of deepening client relationships and growing recurring income streams.

Looking ahead, NCC’s board will continue to evaluate strategic options for the remaining cyber operations. This review includes examining the level and structure of operational overheads required for effective management. Management maintains that the streamlined group is well placed to respond to increasing digital threats and changing customer needs, building on its core capabilities in cybersecurity and resilience while operating with greater clarity around its portfolio.