Constellation Software Inc. (“Constellation”) (TSX:CSU) and
Topicus.com Inc. (“Topicus.com”) announced today that
Constellation, acting through its Total Specific Solutions (“TSS”)
operating group and its subsidiary TPCS Holding B.V., has completed
the previously announced purchase of 100% of the shares of
Topicus.com B.V. (“Topicus”), a Netherlands-based diversified
vertical market software provider, from IJssel B.V. and that in
connection with the closing of the acquisition, TSS has been spun
out of Constellation and now operates, together with Topicus, as a
separate public company (collectively, the “Spin-Out
Transactions”).
In connection with the completion of the
Spin-Out Transactions, on January 4, 2021, all of Constellation’s
common shareholders of record on December 28, 2020 received, by way
of a dividend-in-kind, 1.859817814 subordinate voting shares of
Topicus.com (the “Spin-Out Shares”) for each common share of
Constellation held.
The Spin-Out Shares have been conditionally
approved for listing on the TSX Venture Exchange, subject to
Topicus.com’s fulfillment of final listing requirements. Trading of
the Spin-Out Shares on the TSX Venture Exchange is expected to
begin on or about February 1, 2021.
Daan Dijkhuizen, Chief Executive Officer of
Topicus.com: “We are delighted that the intended combination of
Topicus and TSS into Topicus.com is now a fact. A promising
combination is born. As stated in May 2020, we see TSS as the
designated partner to fulfil our further growth ambitions in
Europe. The combination contains a wealth of opportunities for our
colleagues, customers and business partners.
“Both Topicus and TSS have a strong culture of
entrepreneurship and proven craftsmanship, combined with great
focus. The mutual additional benefits lie in the union of healthy
business operations, effective and customer-oriented services, and
innovative strength.
“I really look forward to joining forces with
the Operating Group CEOs of TSS, Han Knooren and Ramon Zanders, and
the 4,500 professionals within the TSS and Topicus Operating
Groups.”
Robin van Poelje, Chairman of the Board of
Topicus.com: “The creation and spinout of Topicus.com enables us to
stand fully on our own feet and focus on our ambition to build a
leading European Vertical Market Software company while still being
part of Constellation Software’s global ecosystem. Topicus.com will
operate on a strongly decentralized basis, providing for autonomy,
entrepreneurship and identity to all of our business units while
maintaining our competitive advantage of exchanging best practices
on a global scale and creating a great learning environment to our
employees supporting us to deliver value to our customers.”
Early Warning Reporting Disclosure
In connection with the Spin-Out Transactions,
each of Constellation and Joday Investments II B.V. (“Joday”) will
file early warning reports in respect of their ownership of the
subordinate voting shares of Topicus.com (the “Topicus Shares”),
and/or their ownership of securities, which are either exchangeable
for, or convertible into, Topicus Shares. The head office of
Topicus.com is located at 20 Adelaide Street East, Suite 1200,
Toronto, Ontario. Copies of the early warning reports will be
available on SEDAR, and can be obtained by contacting Jamal Baksh
at the number below.
Constellation’s address is 20 Adelaide Street
East, Suite 1200, Toronto, Ontario. On January 4, 2021, in
connection with the Spin-Out Transactions, Constellation acquired
(i) 39,412,385 Topicus Shares, immediately following which
39,412,367 of such shares were distributed to Constellation’s
shareholders, and 18 of such shares were retained by Constellation,
(ii) 1 super voting share of Topicus.com and (iii) 39,412,385
preferred shares of Topicus.com. The super voting share and the
preferred shares held by Constellation are convertible into Topicus
Shares on a one for one basis. Prior to the completion of the
foregoing transactions, Constellation owned 1 common share of
Topicus.com, representing 100% of the then issued and outstanding
securities of Topicus.com. Following the completion of the
foregoing transactions, Constellation owns 18 Topicus Shares
(representing 0.000046% of the issued and outstanding Topicus
Shares), 1 super voting share of Topicus.com (representing 100% of
the outstanding super voting shares of Topicus.com) and 39,412,385
preferred shares of Topicus.com (representing 100% of the
outstanding preferred shares of Topicus.com). Constellation’s
ownership of Topicus Shares is 30.35% on a fully-diluted basis.
Constellation acquired the securities of Topicus.com as part of the
Spin-Out Transactions. Constellation may purchase or sell
securities of Topicus.com in the future on the open market or in
private transactions, depending on market and economic conditions
and other factors material to the investment decisions of
Constellation.
Joday’s address is Binnenweg 1A, 1261 EK
Blaricum, The Netherlands. On January 4, 2021, in connection with
the Spin-Out Transactions, Joday acquired (i) 18,479,460 ordinary
units of Topicus.com Coöperatief U.A. (“Topicus Coop”), and (ii)
18,479,460 preference units of Topicus Coop. The ordinary units and
preference units of Topicus Coop held by Joday are exchangeable,
directly or indirectly, for Topicus Shares on a one for one basis.
Prior to the completion of the foregoing transactions, Joday did
not own any securities of Topicus.com, or securities exchangeable
for securities of Topicus.com. Following completion of the
foregoing transactions, Joday owns 18,479,460 ordinary units of
Topicus Coop (representing 28.46% of the ordinary units of Topicus
Coop) and 18,479,460 preference units of Topicus Coop (representing
28.46% of the preference units of Topicus Coop). Joday’s ownership
of Topicus Shares is 28.5% on a fully-diluted basis. Joday acquired
the securities of Topicus Coop as part of the Spin-Out
Transactions. Joday may purchase or sell securities of Topicus Coop
or Topicus.com in the future on the open market or in private
transactions, depending on market and economic conditions and other
factors material to the investment decisions of Joday.
Forward Looking Statements
Forward Looking Statements Certain statements
herein may be “forward looking” statements that involve known and
unknown risks, uncertainties and other factors that may cause the
actual events to be materially different from any future events
expressed or implied by such forward -looking statements. Words
such as “may”, “will”, “expect”, “believe”, “plan”, “intend”,
“should”, “anticipate” and other similar terminology are intended
to identify forward looking statements. Forward looking statements
in this press release include, but are not limited to, the
intention of the Topicus Shares to begin trading on the TSX Venture
Exchange on or about February 1, 2021. Such forward looking
statements involve significant risks and uncertainties, should not
be read as guarantees of future results, and will not necessarily
be accurate indications of whether or not such results will be
achieved, or when such results will be achieved. A number of
factors could cause actual results to vary significantly from the
results discussed in the forward looking statements. These forward
looking statements reflect current assumptions and expectations
regarding future events and are made as of the date hereof and
Constellation assumes no obligation, except as required by law, to
update any forward looking statements to reflect new events or
circumstances.
About Topicus.com
Topicus.com is a leading pan-European provider
of vertical market software and vertical market platforms to
clients in public and private sector markets. Operating and
investing in countries and markets across Europe with long-term
growth potential, Topicus.com acquires, builds and manages leading
software companies providing specialized, mission-critical and
high-impact software solutions that address the particular needs of
customers.
About TSS
Total Specific Solutions is a European vertical
market software company, consisting of independent specialized
business units which supply products and services to their specific
market. This market expertise is, in most cases, based on decades
of experience. TSS is predominantly active in the following
sectors: local and central government, healthcare, retail,
financial services and accountancy, legal services, real estate,
automotive and professional associations. TSS is active in The
Netherlands, Belgium, Germany, Denmark, Sweden, Finland, France,
Italy, Spain, Romania, Iceland, Switzerland and the United Kingdom.
Additional information can be found on the website:
www.totalspecificsolutions.com.
About Topicus
Topicus has been at the forefront of devising
and building smart software since 2001. The focus is on developing
innovative software platforms. Topicus connects organizations,
professionals and end users within and across vertical markets.
Topicus is active in the following sectors: education, healthcare,
finance and social services. With over 1,000 employees, Topicus
works on a daily basis to make an impact through its IT. More
information can be found on the website: www.topicus.nl.
About Constellation Software Inc.
Constellation acquires, manages and builds
vertical market software businesses that provide mission-critical
software solutions.
For further information, contact:
Constellation Software Inc.Jamal Baksh, Chief Financial
OfficerTel: (416)
861-9677jbaksh@csisoftware.com www.csisoftware.com
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