Ageras acquires Employes

Name of the deal:           Ageras acquires Employes
Date announced:            Closed: 11 July 2025
Date closed:                      Closed: 11 July 2025
Published value:             EUR 5 – 25m
Buyer(s):                             Ageras
Target:                                 Employes
Seller:                                  Employes’ shareholders

Involved firms and advisors
Involved firms and advisors buy side:
Acquirer: Ageras A/S: Rico Andersen, Martin Hegelund
Legal Advisory Corporate/M&A: Stibbe: Marc Habermehl, Ijsbrand van Straten, Natalja van Hofwegen, Camiel Rameckers, Jan-Jaap Koningsveld, Julia van Rookhuijzen
Legal Advisory Corporate/M&A: Nivaro Law: Joseph Nivaro
Financial Due Diligence: Deloitte: Roën Blom, Matthew Hain
Tax Advisory: Deloitte Netherlands: Joppe de Bruijn, Marc Blankenstein, Sebastian Boulton, Lauren Hendriks

Involved firms and advisors target:
Target: Employes: Rob Kroezen, Marius van den Oever
M&A Advisory: Clearwater: Willem Daris, Sander de Goeijen, Ghassan Al-Ameiry, Heewad Sarwari
Legal Advisory Corporate/M&A: Loyens & Loeff: Rob Schrooten, Jaap Beens, Ivar van der Mark

Involved firms and advisors sell side:
Target: Employes: Rob Kroezen, Marius van den Oever
M&A Advisory: Clearwater: Willem Daris, Sander de Goeijen, Ghassan Al-Ameiry, Heewad Sarwari
Legal Advisory Corporate/M&A: Loyens & Loeff: Rob Schrooten, Jaap Beens, Ivar van der Mark

Pitch

Deal Outline
Employes had built an excellent product and organisational foundation, positioning the company perfectly for its next growth phase. Ageras provided the ideal platform to enable this growth; a fast-growing European fintech offering accounting, banking, and payroll software solutions to more than 300,000 SMEs across its core markets in Denmark, Germany, the Netherlands, and France.

For Ageras, the acquisition of Employes represented a strategic step in strengthening its Dutch presence and expanding its suite of financial software products. Employes’ proven payroll engine and loyal SME customer base complement Ageras’ existing platform, allowing for significant cross-sell and upsell opportunities.

Why This Deal Should Win the Award for Best Deal Small-Cap 2025
About Ageras Group
A Danish fintech platform that provides digital solutions for accounting, invoicing, payroll, and financial services to small and medium-sized enterprises (SMEs). Founded in 2012 and headquartered in Copenhagen, Ageras operates across Europe and the U.S. Its ecosystem includes brands like Billy, Meneto, and Zervant, aiming to simplify and automate financial administration for entrepreneurs.

About Employes
A Dutch payroll software company based in the Netherlands. It offers an intuitive cloud-based platform that automates salary administration, tax filings, and HR management for small and medium-sized businesses. Employes is known for its user-friendly interface and strong integration with accounting systems.

Employes is a rapidly growing, cloud-native payroll and HR software solution provider for SME businesses. Founded in 2018 by Rob Kroezen and Marius van den Oever, the company quickly grew into a key player in the lower SME segment. The founders achieved this unique market position by rigorously focusing on building a best-in-class software solution that makes payroll and HR administration as simple as possible.

This strong product focus and relentless pursuit of quality resulted in multiple MT/Sprout nominations, establishing Employes as one of the most promising SaaS businesses in the Netherlands and attracting attention from both international strategics and private equity firms. From the start, the company emphasised efficient growth by investing in an excellent development and sales organisation, underpinned by a fully self-service support model.

Having successfully built a scalable and profitable business, the founders felt that the company was ready for its next phase of growth, one that would benefit from a partner with the scale, experience, and resources to further accelerate Employes’ development and strengthen its market position. At this stage, the key question for management was not whether to sell, but rather how to ensure the right long-term home for the business — one that would safeguard the company’s culture, empower its team, and preserve the customer experience that had driven its success.

A particular complexity in this transaction arose from Employes’ shareholder base: several early investors also held shares in another European software company that would later become the runner-up in this process. This created a delicate situation where some of Employes’ own shareholders were also shareholders in the runner-up, requiring careful management of information flows and stakeholder interests.

Despite these challenges, the deal team successfully designed and executed a structured, competitive process that safeguarded confidentiality and alignment among all stakeholders. Within an exceptionally short timeframe of just four months from engagement to completion, Clearwater and management prepared all key materials, launched a two-round auction, and engaged both strategic and private equity parties, all while allowing management to focus on running the business.

This disciplined and efficient process resulted in strong competitive tension, with two strategic buyers emerging as frontrunners, including Ageras A/S, a Danish fintech backed by a group of institutional investors, including Investcorp, and known for its mission to simplify financial administration for SMEs across Europe. Ageras had already entered the Dutch market through its 2020 acquisition of Tellow from Rabobank and viewed Employes as the ideal platform to further expand in payroll software.

Ultimately, the competitive dynamic pushed Ageras to present a best-and-final all-cash offer, which is highly uncommon in these type of software transactions that often include earn-outs. All shareholders, including those who were also shareholders in the runner-up company, unanimously supported the sale to Ageras, recognising it as the optimal strategic and financial outcome.

In the end, the transaction demonstrated how a tightly managed, high-pressure process can still yield exceptional results when preparation, stakeholder alignment, and strategic positioning come together effectively. The transaction was signed just before the summer break, exactly as Rob had hoped, marking a highly successful conclusion to a complex and fast-paced process that delivered a top-tier result for all shareholders.

Impact of This Deal on the Company
Under Ageras’ ownership, Employes will continue to operate independently while gradually being rebranded under the Ageras name. The integration enables Employes to leverage shared technology, access a broader client base, and accelerate product innovation.

Both founders remain closely involved in this next chapter: Rob Kroezen continues as Vice President Payroll at Ageras, while Marius van den Oever takes the role of Product & Engineering Director, NL Payroll.

For employees, the transition primarily entails relocation to Ageras’ Amsterdam office and access to broader career opportunities within an international organisation. Clients will continue to receive the same high-quality payroll and HR services as before, now supported by the scale, resources, and innovation power of a larger international platform.

Impact of This Deal on Direct Stakeholders
The transaction represents an excellent outcome for all stakeholders:

• Employees gain access to greater professional development and new opportunities within Ageras’ broader ecosystem.
• Clients benefit from accelerated innovation, a more comprehensive service offering, and long-term continuity.
• The combined efforts of Clearwater, Loyens & Loeff, and management ensured that all shareholder interests were effectively aligned, even within a sensitive and complex ownership structure.

Even for the early investors who were also shareholders in the runner-up bidder, the transaction resulted in a balanced and satisfying outcome, demonstrating Clearwater’s ability to align multiple stakeholder interests in a complex setting.

Impact of This Deal on Society
This transaction underscores the international appeal of the Dutch SaaS ecosystem and the strength of its entrepreneurial base. Following Ageras’ recent rebranding to “Shine,” the transaction also highlights the growing internationalisation and professionalisation of Europe’s fintech landscape. With Ageras’ acquisition of Employes, a major European player has entered the Dutch payroll software market, ready to expand its footprint and drive digitalisation across Dutch SMEs. Through this acquisition, the combined group strengthens its ability to serve the lower SME segment, providing local entrepreneurs with better, more efficient payroll and HR solutions. This allows small business owners to focus on running and growing their businesses, while benefiting from greater automation, accuracy, and compliance.

Most Complex Aspect of This Deal
This transaction stood out due to its strict timeline, shareholder dynamics, and the sensitive balance of interests that had to be maintained throughout the process. Executing a full two-round competitive auction within just four months required intense coordination, preparation, and flawless execution. The deal team worked seamlessly together to manage the process under significant time pressure, ensuring that management could remain focused on day-to-day operations.

Another key complexity stemmed from Employes’ shareholder structure. Some of the company’s early investors were also shareholders in the runner-up bidder, which required careful handling of information flows and decision-making to ensure fairness and transparency while maintaining trust between all parties.

Finally, the exclusivity decision and final negotiations demanded diplomacy and strategic communication. While some shareholders initially leaned toward selling to the runner-up, Ageras ultimately presented the most compelling combination of strategic fit, growth potential, and deal terms. Through close coordination between Clearwater, Loyens & Loeff, and management, all parties were brought together behind a single vision for the company’s future, leading to a unanimous decision and smooth closing – just before the summer break, as envisioned by management.