Topicus.com Inc., a newly created wholly-owned subsidiary of Constellation Software Inc. (CSI) (TSX: CSU) has filed for initial public offering by way of dividend-in-kind distribution.
Topicus.com Inc business will be comprised of what is currently the Total Specific Solutions (TSS) B.V. operating group of CSI, and the business carried on by Topicus.com B.V., a Deventer, Netherlands based diversified vertical market software provider (VMS).
On May 20, 2020, TPCS Holding B.V. entered into an agreement with IJssel B.V. to acquire Topicus.com B.V. for a purchase price of €217.4 million. Part of the purchase price will be used by IJssel for the acquisition of 9% stake in Topicus.com Coöperatief U.A.
Following the completion of the spin-out and the Topicus.com B.V. acquisition, the shareholders of Topicus.com Inc. will own 100% of subordinate voting shares of Topicus.com Inc. while Constellation Software will own 100% of super-voting shares.
Topicus.com Inc., an Ontario company, will own 60.7% of Topicus.com Coöperatief U.A., formerly Constellation Software Netherlands Holding Coöperatief U.A. IJssel B.V. will own 9.0%.
Joday Investments II B.V., a shareholder of Total Specific Solutions (TSS) B.V., together with certain individual investors affiliated with, will own 30.0%.
Following the closing of the acquisition, Daan Dijkhuizen, CEO of Topicus.com B.V, will become CEO of Topicus.com Inc., Robin van Poelje, founder of Total Specific Solutions, will become Chairman, Jamal Baksh from CSI will assume CFO position.
The closing of the spin-out is conditional on the spin-out shares being conditionally approved for listing on the TSX Venture Exchange.
Topicus.com acquires, manages and builds VMS businesses, primarily located in the Netherlands.
photo credit: Topicus.com