A year ago Sonae IM acquired a majority stake in Luxembourgish cybersecurity company Excellium, creating one of the most relevant cybersecurity services pure player in Europe. The main protagonists of this deal – Christophe Bianco, CEO of Excellium, Carlos Alberto Silva, Executive Director of Sonae IM and Emmanuelle Ragot, Partner at Wildgen – tell us more about it.
by: Silicon Luxembourg
featured: Christophe Bianco and Emmanuelle Ragot
Listen to article (Part I)
When would be the best fitting moment for a startup to open its capital / open its capital to the international?
C.B. I would not consider that there is an appropriate moment or even an obligation to do so. Obviously, being a unicorn with a steep growth on paper could be interesting but being profitable and active in your own market could be equally so.
It actually depends on your evolution and growth strategy. Given the nature of our activities, we as Excellium, decided already at an early stage that we consider not only Luxembourg but also the peripheral area and Africa as our market.
However, even if it’s not that easy to foresee growth for most of the entrepreneurs, it’s an indispensable take. In our case, being successful in our activity, we were under tension regarding the needed cash flow and potential investments to sustain growth. For most of the entrepreneurs, I’m talking to, having one’s nose to the grindstone, can make you forget that actually finding a financial partner can take quite some time and requires preparation – and you should not wait until you have your back against the wall to start looking for one. You also have to consider that by opening its capital it’s not just taking the money from someone – In our case it was also important to find a partner who can help us structuring the company and define the right strategic direction.
What are the leading signs?
C.B. “Cash is key”, so it’s important that you consider the cash management – means that when looking for an Investor, they should not only bring the cheque but can also add other elements, such as better governance, support to scale, market penetration…
After one year of collaboration with our new Board of Directors, I can now tell you, that of course cash is key, but cash is linked to the growth margin – which gives you the same indication, but already months in advance.
For us, this was actually key – being capable of dealing with our growth by bringing in some key performance indicators to help us drive our business and take the right strategic decision.
When you are a “small fish”, taking bad decisions won’t have the same impact as when you are in that steep growth period.
“Funding is a selling exercise, that requires not only negotiation competencies but also a partner who can help driving and guiding the negotiation points.”
How to choose an investor / target?
C.B. That’s a tricky question and impossible to answer!
Choosing your investor is first and foremost a question of good chemistry. Then it’s obviously the research for funding, but in our case, we were particularly looking for a partner that can accompany us in our growth, our decisions and choices with a more holistic approach then a “gut feeling”.
Then you also need to understand the dynamics of the investor and to identify if they match your project.
This could be the most difficult part – not only to identify the potential investor – as there are plenty actors involved, but then also the growth project and evolution, your exit idea … Without all this, it seems difficult to me to even start a funding process.
Don’t forget that the goal isn’t to just get the funding, but the knowledge on how to allocate this funding in order to achieve your corporate targets.
You were accompanied by the law firm Wildgen SA in this project – why is it crucial to bring an avocat to such investment / what was the added value / support you received?
C.B. Funding is a selling exercise, that requires not only negotiation competencies but also a partner who can help driving and guiding the negotiation points.
In our case, the team of Wildgen brought not only advisory and corporate financing competencies to the table but were also used to negotiate such deals. That was the determining factor in our approach and closing strategy but also allowed us to demonstrate to a future shareholder our capacity of doing our business with professionals and a particular sense of efficiency (you should not forget that you start creating already your relationship at the this stage of the negotiation with your future partner).
Means in our new life that starts now with them, we established a confident and healthy relationship .
I would also say that in these cases, the investor has more often the advantage because he is used to the exercise.
So in my view, it’s crucial to be supported not only by a legal advisory service but also by a multi-disciplinary team along the negotiation process to allow you as an entrepreneur to understand and help to solve the matter in dispute by arbitating and avoiding any unnecessary tensions in this negotiation (devaluation, reporting, leadership…).
“Europe is looking at cyber as a key strategic sector, realizing we are currently too dependent on foreign technology.”
Listen to article (Part II)
What are the main drivers behind your investments in cybersecurity?
C.A.S. We started in 2013 completely from scratch anticipating the strong market demand driven by the exponential number of cyber threats. Today, I believe there’s a perfect storm for investing: digital transformation becoming increasingly pervasive in every industry means an expanding attack surface adding to new and more sophisticated attack vectors continuously emerging, outdating legacy technologies.
Importantly, Europe is looking at cyber as a key strategic sector, realizing we are currently too dependent on foreign technology, both in the private and public sectors. Europe is punching below its weight. In the services space in particular, European market is very fragmented and the lack of scale also means limited capabilities from these players to invest in distinctive technology. But good news is Europe has the talent, Europe surely has the need, so I believe that creating a sizeable cybersecurity services group that can drive innovation and investment.
After several investments in cybersecurity, from the USA to Israel and Europe, how do you value this investment in Luxembourg?
C.A.S. This is our 10th investment in cyber and is a decisive move. We were fortunate enough to find such an opportunity with a seasoned management team, leading a company with a very strong reputation as a cybersecurity provider, serving some of the most demanding customers in this market. Our common goal now is to accelerate company growth and international expansion.
“Our roadmap is to cover the scope of work but to be innovative on the skills and knowledge which will benefit to the client in the deal.”
Could you describe Wildgen’s involvement in the current corporate – finance deal?
E.R. As a common rule as in any deal, a team of legal experts is deployed on short notice to match the technical issues and legal steps and actions to be covered including negotiations, pre-litigation, litigation skills. Our added value is to focus on the quality of the work production and on the anticipation of the outcome if any conflicts arise at any phases of the deal. Our roadmap is to cover the scope of work but to be innovative on the skills and knowledge which will benefit to the client in the deal. We wish to be perceived as excellent Attorney – at – Law but more in the spirit of rain markers as we also do have business skills and are involved to drive sustainable economic growth.
In this specific case, our support included providing specialist asset finance advice on key sales and purchase agreements, which are critical to the business model and advising on the acquisition structuring. We already knew the sector as historical advisor of the target company. Our team is ranked Tier 1 as expert on data – IP – TMT sector so the reasoning of the deal was rather obvious to us. The timing and deadlines to close and execute the transaction were of real essence. The negotiations on the value proposition, form of a successful financing, the corporate documentation, regulatory work related in relation to local authorities, employees etc…. were kept on a stringent timing as all parties demonstrate a high level of responsiveness and strong command of the key issues to be discussed and managed. Wildgen assisted a promising company impetus to expand and adapt to new markets.