Constellation Software Inc. Completes Spin-Out of Topicus.com Inc.

TORONTO, Jan. 05, 2021 (GLOBE NEWSWIRE) -- 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.”