The company
VIX Digital is a specialist digital health agency founded by Tony Yates in 2011. For over a decade, the business became deeply embedded in some of the UK's most significant NHS digital transformation programmes, including the foundations underpinning integrated urgent and emergency care and the technical strategy of NHS 111 online.
By the time an acquisition conversation began, VIX Digital had built a long-standing working relationship with Livi, one of the UK's leading digital healthcare providers. That proximity ultimately became the foundation for the deal.
The challange
Tony Yates never built VIX Digital to sell it. He built it to do meaningful work in healthcare, and for a decade, that's exactly what it did. So when the possibility of an acquisition emerged, he found himself navigating a situation he hadn't prepared for.
At the time, VIX Digital was a service business with no tangible assets. Its value lived entirely in its people, contracts, and institutional knowledge embedded in its team. Knowing how to quantify that, let alone negotiate around it, was a different kind of problem from anything Tony had faced before. If he was going to sell the company, he also needed to understand not just the headline number, but the earn-out structure, the SPA terms, and what he was actually agreeing to.
Engagement with The Grafter
The Grafter sat alongside Tony throughout the entire deal process, providing the kind of support that goes beyond just strategic advice and into how an acquisition actually gets done. The engagement covered:
- Valuation guidance for a service-based business with no hard assets, focused on people, contracts, and outcomes
- Deal structuring advice: earn-out mechanics, targets, and what a comfortable level of control over hitting those targets looked like
- Active support in negotiating the specifics of the Share Purchase Agreement
- Earn-out schedule review to ensure the terms were realistic and achievable
- Alignment of Tony's personal values and long-term goals with the shape of the deal being offered
Exit outcome
In September 2021, VIX Digital was acquired by Livi for ~£5M, just four months after the first exit conversation took place. Tony joined the Livi executive team, bringing his experience designing NHS health technology directly into one of the UK's most ambitious digital health businesses. He's still there nearly five years later.
The acquisition was structured in a way that gave Tony meaningful control over the earn-out targets, reflecting The Grafter’s purposeful approach throughout.
Tony Yates didn't plan to exit his business. But we helped him prepare for when the right opportunity arrived. If you're facing an unexpected acquisition conversation or want to be ready before one arrives, it's worth having a conversation with our team.
It's far better to work with people who've been through this process than people who have not. The Grafter gives great advice and really cares about what it means for the seller, much more than just the sale figure price.
