CR Group Nordic AB acquires Fox Crypto B.V.

Name of the deal: CR Group Nordic AB acquires all shares in Fox Crypto B.V.* from NCC Group plc  *NB. Fox Crypto was recently renamed to Sentyron and, as such, reference shall be made to Sentyron instead of Fox Crypto throughout this submission.
Date announced: Closing date: 28 March 2025
Date closed: Closing date: 28 March 2025
Published value: 77 million (EUR)
Buyer(s): CR Group Nordic AB
Target(s): Fox Crypto B.V.
Seller: NCC Group plc

Involved firms and advisors

Involved firms and advisors buy side:
Axeco (M&A advisory)  Baker McKenzie (legal advisory)  PwC (financial, tax and commercial due diligence)

Involved firms and advisors target:
Pels Rijcken (legal advisory)

Involved firms and advisors sell side:
IA Global Capital (M&A Advisory)  DLA Piper (Legal Advisory and Tax Advisory)

Pitch

Brief description deal / Deal outline
Advised CR Group on its purchase of all shares in Sentyron from NCC Group for EUR 77 million. Following the acquisition, and at the request of the Dutch Ministry of Defence, the Dutch State (through Invest-NL) was issued a priority share in Sentyron to safeguard strategic national interests. Sentyron is a key supplier of high-assurance cryptographic products to the Dutch Ministry of Defence. The transaction was closely monitored by relevant ministries, and the Wet Vifo and ABDO regulations were observed. The priority share grants the Dutch State specific rights to oversee decisions and ensure that Dutch public interests are protected.

Why should this deal win the Award for Best Deal Mid-Cap 2025?
About CR Group Nordic AB
A Swedish cybersecurity and risk management group specializing in high-assurance digital security solutions. The company focuses on protecting critical infrastructure, government systems, and defense organizations across the Nordic region and Europe. With expertise in encryption, secure communications, and IT governance, CR Group has built a strong position as a trusted security partner for public and private sector clients.

About Fox Crypto B.V.
Based in the Netherlands, is a leading provider of highly secure encryption technologies and communication systems for defense, government, and classified applications. The company designs, develops, and maintains cryptographic products that ensure the confidentiality and integrity of sensitive information. About NCC Group plc  headquartered in Manchester (UK), is a global cyber security and risk mitigation company. It provides services in cyber assurance, software escrow, and security testing. By divesting Fox Crypto, NCC Group sharpened its strategic focus on its core cybersecurity services.

This transaction stands out for its strategic importance, complexity, and the innovative approach taken to safeguard national interests. The acquisition of Sentyron by CR Group Nordic AB involved not only the transfer of ownership from NCC Group, but also the implementation of a unique governance structure at the request of the Dutch State. The issuance of a priority share to Invest-NL is a rarely used measure and highlights the critical role Sentyron plays in national security and digital autonomy in the Netherlands.    Sentyron, a provider of high-assurance cryptographic solutions, is considered a vital asset in the Dutch digital infrastructure landscape. Its products and services are used by various governmental bodies and institutions that require the highest levels of security and reliability. As such, the Dutch government took a proactive role in ensuring that the company’s strategic direction and operational integrity would remain aligned with national interests, even after the change in ownership.

The deal required skilled execution and coordination among multiple stakeholders, including the buyer, seller, relevant Dutch ministries and other governmental bodies such as the BIV (Bureau Toetsing Investeringen). The process was subject to strict regulatory oversight, including compliance with the Wet Vifo (Wet Veiligheidstoets Investeringen, Fusies en Overnames) and ABDO (Algemene Beveiligingseisen voor Defensieopdrachten) regulations. These frameworks are designed to assess and mitigate potential risks to national security arising from foreign investments in sensitive sectors.

The transaction demonstrates for each party involved authentic leadership, resilience, and the ability to guide through unexpected and complex situations, with a strong focus on public interest and stakeholder alignment. The buyer, CR Group Nordic AB, showed a clear understanding of the strategic sensitivities involved and worked closely with Dutch authorities to ensure a smooth and compliant transition. The seller, NCC Group, facilitated the process with transparency and cooperation, recognizing the importance of maintaining continuity and trust in the services provided by Sentyron.

The issuance of a priority share to Invest-NL is particularly noteworthy. This mechanism grants the Dutch State certain rights and influence over key decisions, ensuring that Sentyron’s strategic autonomy is preserved. It is a rare but powerful tool that reflects the seriousness with which the government approaches digital sovereignty and the protection of critical infrastructure.

Ultimately, the result is a deal that not only delivers value to the parties involved but also ensures the continued development and supply of high-assurance cryptographic products for the Dutch State. It sets a precedent for how sensitive transactions can be structured to balance commercial interests with national security concerns. The transaction serves as a model for future deals in the cybersecurity and digital infrastructure space, demonstrating that innovation in governance and stakeholder collaboration can lead to outcomes that are both economically sound and strategically secure.

What is the impact of this deal for the company?
The acquisition provides Sentyron with a stable ownership structure and a clear mandate to continue its strategic cooperation with the Dutch State. The involvement of Invest-NL as priority shareholder ensures that key decisions are aligned with national interests, supporting the company’s long-term growth and its role as a trusted supplier to the government.

What is the impact of this deal for the direct stakeholders?
The acquisition of Sentyron by CR Group Nordic AB, combined with the issuance of a priority share to Invest-NL, has had a stabilizing and positive impact on direct stakeholders. Sentyron was part of the NCC group, a large group and leading cyber security & managed services provider. With the transition to new ownership and the establishment of a structure that safeguards Dutch interests, employees now benefit from greater clarity and confidence in the company’s strategic direction. The strengthened oversight and alignment with national priorities provide assurance to customers and suppliers that Sentyron will continue to operate in accordance with the highest standards of security and reliability.

For Sentyron, this deal enables it to focus on its core mission as a trusted supplier of high-assurance cryptographic products to the Dutch government. The involvement of the Dutch State as priority shareholder further reinforces the company’s commitment to serving public interests and supporting national security.

What is the impact of this deal on society?
This transaction has a significant positive impact on Dutch society, particularly against the backdrop of today’s complex geopolitical environment and evolving European security challenges. The deal helps safeguard national security interests and digital autonomy at a time when secure communications and technological resilience are increasingly critical.

The involvement of the Dutch State as priority shareholder, alongside the commercial partnership between Sentyron and the Ministry of Defence, exemplifies effective public-private cooperation. This approach ensures that decisions affecting Sentyron continue to reflect the broader public interest, while leveraging private sector expertise and innovation to maintain and strengthen critical capabilities.

In the current European context, where the protection of sensitive information and strategic technology is a shared priority, the arrangement sets a precedent for how public interests can be protected in transactions involving key suppliers. The strengthened governance and collaboration between government and industry contribute to the resilience and autonomy of the Netherlands and support European efforts to enhance security and technological sovereignty.

What was most complex about this deal?
This transaction was marked by a high degree of complexity, particularly due to the need to address public interest considerations that emerged during the sale process.

Responding to this development required the parties to adapt quickly and collaboratively, balancing the requirements of the negotiated sale with the additional expectations of the Dutch State.

The process involved the negotiation and implementation of a priority share structure for the Dutch State, all within the framework of a competitive and time-sensitive transaction. This required a high level of discretion, diplomacy, and decisiveness from all parties involved. The deal also demanded careful coordination among multiple stakeholders – including the buyer, seller, Dutch ministries, and relevant Dutch governmental bodies – and compliance with relevant regulatory requirements.

Throughout, the Baker McKenzie team worked closely with specialized departments to provide tailored advice and ensure that all legal, strategic, and public interest considerations were addressed. The ability to navigate these parallel workstreams and deliver a solution that satisfied both commercial and public objectives is a testament to the sophistication and adaptability required for this transaction.