UK-based cybersecurity firm NCC Group has agreed to sell its Escode business to entities controlled by investment funds managed by TDR Capital for an enterprise value of £275m ($369.2m).
The buyers are Herringbone Acquisitions Limited and Herringbone Acquisitions Inc.
TDR Capital is a European private equity firm managing over €15bn. The deal is part of its investment strategy in market-leading businesses poised for growth.
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Escode, formerly known as NCC Group Software Resilience, is a provider of software escrow solutions. It focuses on ensuring the availability of critical third-party software through escrow and verification services that address operational resilience and regulatory compliance.
This divestment aligns with NCC’s broader strategy to streamline operations and focus on its core cybersecurity services, addressing increasing digital threats and evolving client needs.
This move follows previous sales of two non-core divisions, Fox-IT DetACT and Fox-IT Crypto, which were completed in April 2024 and March 2025, respectively. Combined with the sale of Escode, these disposals are expected to achieve a cumulative enterprise value of approximately £349m.
NCC’s board will continue to evaluate strategic options for its retained cyber business, including reviewing the operational overheads necessary for effective management.
NCC CEO Mike Maddison said: “The sale of Escode completes the divestment of our non‑core activities and allows NCC to focus fully on accelerating growth in our core cybersecurity resilience business.
“Over the past year, we have transformed the business and strengthened our strategic sales capability, introduced technology‑led, recurring‑revenue services, and invested in consulting and implementation capabilities that are delivering value.
“Supported by stronger global account management and a unified sales operations function, we are well positioned to deepen client relationships, grow recurring revenue, and advance our cyber‑focused strategy with clarity and momentum.”
The agreed gross consideration for the Escode deal is £309.1m, payable in cash. After completion adjustments, NCC expects net proceeds of approximately £262.4m, with transaction costs projected at around £10m.
NCC plans to consult with shareholders on returning a significant portion of these proceeds, with specifics dependent on the completion date.
NCC chair Chris Stone said: “The board believes this agreement represents an excellent outcome for shareholders and will allow us to make a significant return of capital to shareholders while allowing management to focus on the further development of the value inherent in our cybersecurity and resilience business.
“Escode is a great business and as announced on 11 December 2025 in our full year results to 30 September, it has consistently delivered profitable growth – 13 consecutive quarters of revenue growth on a constant currency basis.”
The transaction is expected to complete no earlier than 30 April 2026, subject to regulatory approvals and other conditions.
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