Clearvision case study: how Gerry Tombs sold to Eficode with 98% paid up front

Eficode, the DevOps and Agile software development powerhouse, made the acquisition. Almost the entire purchase price landed on day one. That deal shape is rare at this size. Most acquirers hold back 30 to 50% behind a multi-year earnout founders often never collect in full. Gerry got the clean deal because he’d spent two years making himself completely disposable. The acquirer couldn’t condition the price on him staying. He wasn’t running anything to stay for.

Eficode and Tombs declined to disclose the headline deal value. What is public: $104m+ revenue at the time of sale, 100+ headcount across the UK and US, and 98% paid up front. The clean deal structure is the kind of disposable-founder exit that takes years to engineer.

Tombs launched Clearvision in his Southampton garage. By the time of the acquisition it was serving Fortune 500 clients with solutions from Atlassian, GitLab, and open-source tools.

What positioned Clearvision for the successful acquisition was its operating system, which relied heavily on the Scaling Up platform. Tombs applied it from 2015 with the guidance of Scaling Up Certified Coach Dominic Monkhouse.

The coaching engagement ran for seven years and ended only when the deal closed.

“None of this happens by accident,” he says. “Growth doesn’t happen by accident. A successful exit doesn’t happen by accident. A strong culture certainly doesn’t happen by accident. You have to be intentional.”

Here is how he engineered it.

Building a cash fortress

Tombs’ first priority with Monkhouse was building a cash fortress. He’d learned cash discipline the hard way. After the 2000 to 2001 telecom crash, his previous business, over-indexed on telecom clients, collapsed. Once was enough.

This time around, he focused on having at least three months of total costs in the bank, aiming to keep nine months’ worth. Eventually, the company had 12 months of cash on hand.

“Businesses will go through shocks,” he says. “Markets change. Industries crash. As I experienced in telecoms. Key people leave. Deals fall through. Economic cycles shift. If you build purely for growth without building resilience, you are fragile. That’s why cash discipline mattered so much to me the second time around.”

Hiring based on values

Tombs recognised early that hiring decided whether Clearvision could scale at all. He looked for people who embodied the company’s three core values: Decency, Remarkable, Mastery. The leadership team built a scorecard for every role before advertising it: responsibilities, deliverables, reporting lines. “You can teach skills, but values are inherent,” he says.

He also focused on developing a senior leadership team that could run the company without him. As the transaction neared, he made himself scarce in daily operations.

“As a founder, you want to be involved in everything,” says Tombs. “Especially as you approach an exit, you cannot afford to be the most important person in the room. You have to let it all go, hand over any accounts you’ve been running, and delegate everything so the business runs without you. Otherwise, during an acquisition, they will want to keep you in the business if you are essential.”

Building a great culture

With the One-Page Strategic Plan in place, Tombs went after culture. Books on expenses, for employees and their families. An annual training fund that covered anything that built their well-being.

“Culture is what happens when the founder is not in the room,” says Tombs. “If your culture depends on you, it won’t scale. The operating systems codified behaviors, values, expectations, and standards. That made culture self-reinforcing.”

Pensions were flexible inside HMRC limits. “We recognised that the needs of a 25-year-old differ significantly from those of a 55-year-old,” says Tombs. Mental-health support was free. A Challenger Loan programme covered employees in unexpected financial trouble, run inside the tax rules.

Setting a people-centric BHAG

To spur the company’s progress, Tombs set a Big Hairy Audacious Goal (BHAG) to reach the top 100 of the Best Companies award in the UK, working toward it for over seven years.

The company spent two years preparing to enter. In its first year of submission, it placed 96th. Over five years, it improved its position. In the year it was sold, it reached the top spot as part of Eficode. “That required employee alignment, strong culture, communication, one-to-ones, career progression, and fair pay. These are all things Scaling Up emphasises,” he says.

To stay focused on the company’s ambitious BHAG, Tombs asked himself five questions when considering new priorities and initiatives:

• Does this align with our values?
• Does this move us toward our three-year target?
• Do we have the capability and capacity to execute it well?
• What does it do to our cash position?
• Who is accountable for the outcome?

“Those questions prevented a lot of distraction,” he says. “Distraction is expensive. It consumes focus, fragments teams, and erodes momentum. One of the hidden benefits of structure is protection from distraction.”

Regular meeting rhythms

Using Atlassian tools, Clearvision’s team built automated dashboards to track progress. The company’s finance lead automated data feeds, so no one wasted time gathering numbers.

To keep everyone aligned on improving the numbers, Clearvision held weekly meetings for department leaders, with separate meetings for subgroups. At Monkhouse’s suggestion, all leaders in attendance were assigned a key metric in the business for which they were responsible. “If you’re a spectator, you shouldn’t be there,” says Tombs.

Building loyal partnerships

Clearvision earned deep partnerships, with customers and with platform vendors. That’s what made it a strong acquisition target. By the time of the acquisition, it had won awards such as Atlassian Partner of the Year for Dev Tools, Atlassian Platinum Partner in the UK and the US, and GitLab Inc.’s EMEA Partner of the Year. After the sale, Eficode became Atlassian’s largest global partner.

“Over time, what you’re really building is reputation,” Tombs says. “With customers. With employees. With partners. Reputation becomes an asset on the balance sheet, even if it doesn’t appear there formally. When we eventually sold, I believe part of the value was not just financial performance but consistency, culture, and credibility.”

Scaling with AI

Tombs is now working on his next startup, Agenttimise.ai, which helps companies with processes such as AI agent development and AI leadership training.

“After selling, it wasn’t about retiring,” he says. “It was about asking, ‘What’s the next problem to solve?’ For me, that’s helping leaders navigate AI responsibly and strategically. Without fear or naivety. That connects to what I learned about scaling: Clear values. Accountability. Communication. Psychological safety. Cash discipline. Structured execution. AI amplifies the need for these fundamentals.”

In Gerry’s words

“I keep hearing ‘The first £100,000’ is the hardest £100K. To be honest, every new £100K step is really difficult, especially when the only money you have is your own and that is limited. Over the past 20 years of running Clearvision, I can reflect back and see considerable changes in myself. Self-reflection has been an important part of my journey and without any shadow of a doubt, it is easier done when you have a coach you can confide in and 100% trust. I have been lucky to have Dominic as a coach.”

Gerry Tombs , founder and former CEO, Clearvision

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Your move. Gerry started making himself disposable two years before the sale. He hired ahead. He delegated everything. He proved the business could run without him. That’s why his acquirer paid 98% up front instead of ransoming it behind an earnout. Which version of that founder are you?