Assertion certainty 4/5 debate potential 1/5

Pluto's three-entity structure required two asset purchases and one share purchase

Ian Fourie · Are You Selling an Asset or Selling a Job? · Feb 27, 2025 · at 14:22

Ian Fourie, founder of Pluto LMS, describes the transaction structure and due diligence process during the acquisition of his company.

0:00 / 0:22exact quote · 23.0s
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“It created a lot of legal sort of delays in terms of due diligence, because it was basically three companies that needed to be assessed. And it was two asset purchases. Those were okay. Those were a lot quicker. And then the one share purchase, which took a lot of time because they were effectively acquiring the entire company rather than just its assets.”

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More from Ian Fourie

Insight
Founders must sell turnkey operational assets rather than full-time jobs to buyers
“So you don't want to hand over a full-time job to them. You want to make sure that the systems are in place so that it doesn't feel like a burden once acquired.”
Ian Fourie Feb 27, 2025 ▶ 16:48 Are You Selling an Asset or Selling a Job?
Disclosure
A near-fatal pulmonary embolism in 2023 prompted Fourie to sell Pluto LMS
“The reason for the sale was to give myself a bit more time to focus on my health essentially. So at the end of 20, 23, I unfortunately had a pulmonary embolism. It's basically like a clot to the lung. So, I was in hospital under critical condition for seven da…”
Ian Fourie Feb 27, 2025 ▶ 7:26 Are You Selling an Asset or Selling a Job?
Disclosure
Pluto LMS secured an LOI just two weeks after listing on Acquire.com
“So we, I listed had a letter of intent in two weeks. So I only had about 10, no, It was probably around eight, eight to 10 calls from listings, so got the LOI around two weeks after listing, so it happened, that was what was actually more of a surprise to me. …”
Ian Fourie Feb 27, 2025 ▶ 9:57 Are You Selling an Asset or Selling a Job?
Disclosure
The Pluto LMS acquisition closed without a valuation reduction from the LOI
“When we actually did the final agreement, it wasn't far off the letter of intent there wasn't a reduction in value that, that was positive, you know, we stuck to the value the terms were mutually beneficial to myself and to the acquirers”
Ian Fourie Feb 27, 2025 ▶ 10:32 Are You Selling an Asset or Selling a Job?
Assertion Not checkable as stated
Listing on Zapier's marketplace generated early organic inbound leads for Pluto LMS
“So adding Pluto to the Zapier marketplace, brought in a few leads there, so they would type into Zapier LMS, and then we would pop up because of the name, so they would come through that.”
Ian Fourie Feb 27, 2025 ▶ 5:28 Are You Selling an Asset or Selling a Job?
Assertion Not checkable as stated
Pluto LMS had only five employees at the time of its acquisition
“And when we were acquired, we had five employees,”
Ian Fourie Feb 27, 2025 ▶ 7:17 Are You Selling an Asset or Selling a Job?
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