ZignSec’s Acquisition of Web Shield Group
Woloszanski & Partners advised Web Shield on the sale of its shares to ZignSec.
Woloszanski & Partners and Ellisons Solicitors – both members of Alliott Global Alliance –advised Web Shield on the sale of its shares in the Web Shield Group to ZignSec AB, a Swedish digital identity solutions firm. Eversheds Sutherland advised the buyer.
ZignSec AB is acquiring 100% of the shares of the UK-based company Web Shield Ltd, including the subsidiaries Web Shield Services GmbH, Web Shield Services Polska sp. z o.o and 50% of Web Shield Legal Library sp. z o.o. and Web Shield Legal Library sp. z o. o. sp. k. for EUR 28 million. The acquisition agreement was signed on 6 June, 2021.
The project was led and coordinated by Woloszanski & Partners Managing Partner Michal Woloszanski, who also coordinated the firms advising Web Shield on English, German and Swedish matters.
An Interview With Michal Woloszanski at Woloszanski & Partners
Please tell us more about your involvement in this transaction.
Web Shield is a successful provider of online compliance tools present all around the world. We have worked with their shareholders before and provided advice on numerous international matters. They knew that we have a specific business-orientated approach to legal advisory and would be able to facilitate and coordinate this transaction internationally.
We quickly recognised the necessity of reaching out to our Alliott Global Alliance network to guarantee support primarily in the UK, as the target company was set up there. In Sweden we decided to work with Magnusson as we have a track record working together on other projects. Germany was covered by local counsel. We coordinated the process and successfully led the entire transaction.
What specialised skills did you bring to the deal?
I would say that our first and foremost skill is legal project management. This is a trait that we are extremely proud of; it is our strongest competitive advantage and that is why we share so many fantastic projects with our clients. As an interesting fact, I can say that we use adapted marketing management software as our primary law firm software. This is how we are able to quickly and effectively plan our tasks. We can create individual processes on the go and see them successfully performed.
Secondly, we collaborate on a regular basis with 50 law firms from around the world, and on top of that we have a great connection with our friends in over 80 countries from the Alliott Global Alliance network. So, when Web Shield’s shareholders insisted that this international transaction was to be closed in only a few weeks, we came back the same day with our recommended team of international lawyers. I find it extremely important to be responsive to the clients’ needs. Business is seldom local now and requires international support. A law firm needs to have the appropriate partnerships in place.
Thirdly, it is the pro-business approach which I think is often neglected by law firms. I hold an Executive MBA from INSEAD and have great understanding of the clients’ business needs. I also empower my team to pursue specialisations which overlap with their personal interests. This way we can approach a deal with a set of skilled lawyers who simply love their work and therefore contribute greatly to the project.
Did you encounter any difficulties while leading the project?
We knew instantly that this would be a challenging transaction due to the international nature of Web Shield’s activity. The specific nature of their business – merchant onboarding – and their international clients, which are based on all continents, resulted in a complex and timely due diligence process. We assisted Web Shield in delivering prompt answers to the most demanding questions.
Parallel to this was, of course, the business continuity aspect. On the one hand we had Web Shield – a company which had grown over the years from a start-up to an important international player. On the other hand, we had a Swedish stock exchange-listed company which fell under all local FSA requirements. Two different worlds which had to meet without skipping a beat.
How did you overcome these issues?
Just pure teamwork – and I am not talking only about our company. I am actually referring to all involved parties. Our partner law firm, Ellisons Solicitors UK, worked hand in hand with Eversheds UK, who represented the buyer. Our compliance team worked with Web Shield’s operations department to provide Ernst & Young (the buyer’s auditor) with all the documents and answers. Web Shield’s Data Protection Officer collaborated strongly with our GDPR team and Eversheds Sweden to deliver all necessary agreements and declarations. On top of that, all lawyers, CEOs and shareholders of both parties communicated and coordinated – sometimes daily – to close all burning issues.
You see – and I really think that this is the main matter – if the seller wants to sell a company and the buyer wants to buy it, it is essential for the managing lawyers to understand that our job is to help them to reach a consensus, to highlight and solve issues in advance, and not to obstruct.
How did you work to ensure that the outcome of the deal was beneficial for all participants?
I am a strong believer in the win-win negotiation approach. Only when the parties are fully transparent may the overall value of the transaction be fully revealed. It is also our job to create an atmosphere of safety and calmness. This means that we are obliged to ask questions in a constructive manner to ensure full disclosure of all important aspects. These questions can be neither dry nor negative-sounding, especially when they address delicate aspects of the transaction – such as those which may lead to a dealbreaker situation. Hence why framing a question, and explaining the objective, the fears, and the rationale is so crucial. Naturally, I cannot disclose all aspects of this transaction, but I can say that this approach allowed us to finalise in the set time and it seems that it laid the fundaments for years of great business development for the parties.
Do you expect to work on other deals of this kind in the near future?
The short answer is yes, we do expect that. But there is a longer, more interesting answer. Our best work is the kind we cannot brag about. It is the troublesome, delicate situations our clients face and want to be confidential. We have worked for banks, we have worked for satellite designers, we have worked for arms producers. Each of those projects had a common theme – a great product or service which required coordination with IT experts, managers, mechanics and designers, yet also demanded legal advice, which turned into coordination of the entire transaction. This is what we like doing the most, and is the reason why our clients like us so much and stay with us for so many years.