Transactions
February 2017
Hamilton, Bermuda
a portfolio company of
has been acquired by
Geneva, Switzerland
Background
QuoVadis (QV Holdings, Ltd.) is a global provider of cybersecurity solutions serving more than 3,000 clients worldwide with solutions that include a managed Public Key Infrastructure (mPKI), Certification Authority (CA) and electronic signatures services (eID). The Company was founded in 1999 with backing from a venture capital affiliate of the Zurich Financial Services Group. A few years later, the Company underwent a management buyout. Then, in 2007, QuoVadis attracted a significant private equity investment from ABRY Partners (“ABRY”). Today QuoVadis operates from its Hamilton, Bermuda headquarters, with offices in Switzerland, the Netherlands, the United Kingdom, Germany and Belgium. Its legal structure includes 11 entities in 7 jurisdictions, with non-synchronous ownership and several country managers owning significant equity in the entity they lead. The Company also owned part of a joint venture operating a datacenter in Bermuda.
ABRY and Marlin & Associates have worked together on several transactions over the past 15 years. They were aware of Marlin’s expertise advising buyers and sellers of mid-sized information technology firms. They also were aware of Marlin's extensive experience managing complex cross-border technology transactions. Together with QuoVadis management, ABRY retained M&A to advise them as they considered strategic options for the Company.
M&A had the advantage of knowing well both the industry, including many of the strategic parties in the cybersecurity space, as well as financial sponsors that have indicated interest in cybersecurity firms. M&A organized a dedicated team to work closely with ABRY and the company’s management team to identify strengths and weaknesses of the Company, and to develop materials that would clearly communicate those strengths including QuoVadis’ unique products, strong customer base, strategy and growth potential. When we were ready, Marlin helped identify and reach out to more than 100 potential partners - more than 60 of which indicated initial interest. Marlin then spent the time with each of these parties to ensure that they fully understood the QuoVadis story. With Marlin’s guidance, the list of potential partners was narrowed down to ten highly qualified purchasers - four of which made it to the late stages of a process. M&A then helped ABRY and the Company manage a transaction with WISeKey, a publicly traded Swiss cybersecurity and Internet of Things (IoT) company.
The process was not without challenges. Management and equity holders had goals that sometimes were not in completely harmony. Some potential partners were competitors and viewed with caution by management. The due diligence review processes were long and detailed. The contractual negotiations were complex.
Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of QuoVadis. Marlin worked diligently to craft materials, initiate conversations, and negotiate alternative offers with multiple parties and final legal documents swiftly. M&A assisted QuoVadis throughout the due diligence process and helped negotiate a definitive transaction in which, among other things, WISeKey would “step in the shoes” of the preferred equity holders and Marlin helped to negotiate a separate agreement with Management.
"The Marlin & Associates team was a highly valued player in completing our transaction. Their professional expertise and commitment to the process, preparation, positioning, presentation, and leadership got us to the finish line. They’re smart, available whenever needed, and bring the work ethic to get the deal done.” Roman Brunner, CEO
“Marlin & Associates really showed integrity and capability throughout the entire process. We could not have closed this strategic transaction without their skillful execution and dedication.” Tony Nagel, co-founder and COO