CSU - Constellation Software

[Liberty]

https://www.globenewswire.com/news-release/2020/08/16/2078983/0/en/Constellation-Software-Inc-Announces-Changes-to-its-Management-Team.html

 

Change of leadership at Vela.

[Liberty]

Acquisition at Harris:

 

https://www.harriscomputer.com/en/news/?data-ipsquote-timestamp=1597636800&article=harris-acquires-tcsc-expanding-public-safety-portfolio-with-forensic-advantage-systems-platform

 

acquiring The Computer Solution Company of Virginia, LLC (TCSC) from Cherry Bekaert LLP, a nationally acclaimed public accounting and advisory firm. TCSC’s platform, Forensic Advantage Systems, provides integrated software modules for forensic laboratories and medical examiners/coroners.

 

Due to changing legislation and enhancements to forensic techniques, law enforcement agencies —including medical examiners, forensic, and general laboratories— require improved automation and enterprise-wide communications to manage growing backlogs. Blair Robinson, Executive Vice President, says, “Harris is pleased to welcome TCSC’s expertise and Forensic Advantage Systems solutions to our public safety portfolio. These solutions represent a natural extension of our public safety offerings to Federal and State agencies. We look forward to leveraging the combined expertise of the TCSC and Harris teams to support the company in its efforts to help these agencies tackle increased demand.”

 

For nearly two decades, TCSC has worked closely with law enforcement agencies on the design, implementation, and integration of numerous mission-critical applications. President, David Romig, II, adds, “We are excited to join a customer-focused organization that offers stability and growth to the companies it invests in, and we look forward to growing with them.”

 

h/t @pearnick

[Liberty]

Volaris acquisition in Sweden:

 

https://www.volarisgroup.com/news/article/volaris-group-expands-its-portfolio-with-the-acquisition-of-symbrio-ab

 

H/t @pearnick

[Liberty]

CSI published a new Q&A a few days ago:

 

https://www.csisoftware.com/docs/default-source/investor-relations/shareholder-q-a/qa---august-2020---final.pdf

 

One of my questions got in.

[Liberty]

New podcast about VMS by a CSI employee:

 

https://twitter.com/_Suthen/status/1298240750132637696?s=20

 

I've had an eye-opening experience working at Constellation Software for the past several months.

 

Today, I am excited to say that I'll be launching The Vertical Software Podcast to accomplish two things:

 

1) Connecting with Vertical Software Businesses

 

This is a massively growing market and I believe we'll continue to see a number of software businesses come up in overlooked industries.

 

I'll be interviewing founders outside of Constellation Software to demonstrate this point.

 

2) Sharing The Constellation Software Story

 

I've seen a number of (false) assumptions on how Constellation works.

 

I'll be interviewing people (M&A professionals and operators) on our team to shed some light on how we build, buy, and manage businesses.

 

My first interview is with Magnus Sandberg, the CEO of

@Shoplogix

. We cover topics including what got Magnus interested in the world of manufacturing, the early days of growing Constellation Software, and his vision for the Smart Manufacturing Portfolio.

 

https://share.transistor.fm/s/dbd0b5d3

 

h/t @JerryCap

[Liberty]

New acquisition at Vela, in Australia this time:

 

https://velasoftwaregroup.com/vela-acquires-assets-of-krisp-systems/

 

Vela Software Group announced today that it has acquired the business assets of KRISP Systems Pty Ltd (“KRISP”), trading through its subsidiary Vela Australia. KRISP is an Australian based software company that integrates multi-store, multi-country POS, CRM, inventory management and mobility solutions to retailers. KRISP focus on a number of different industries such as Fashion & Footwear and Food & Beverage.

 

h/t @pearnick

[snowball82]

No news about Topicus or a public listing ?

 

https://topicus.com/news/intended-combination-of-topicus-and-total-specific-solutions

[Liberty]

New acquisition at Vela:

 

https://velasoftwaregroup.com/vela-acquires-navarik/

 

pleased to announce it has acquired Navarik, based in Vancouver, British Columbia.

 

Navarik operates the industry standard SaaS platform for Cargo Inspection Management. The company’s platform provides the automation, standardization, and business intelligence necessary for companies to effectively identify oil loss claims, reduce off-spec cargos, speed deal settlement, and drive better inspection firm performance.

 

One by Harris in France:

 

https://www.harriscomputer.com/en/news/?data-ipsquote-timestamp=1598932800&article=harris-acquires-everwin-sas-harris-acquiert-everwin-sas

 

Everwin offers a range of solutions catering to French very small (VSE) or small and medium-sized enterprises (SME), such as architecture, design and engineering, construction and project management, consulting, and IT services firms. Chief Executive Officer, Tony Penochet, mentions: “Harris is the best partner for Everwin because they have the knowhow, best practices, and financial resources to help us realize our ambitious goals.”

 

"150 employees

3700 clients

9 regional branches

25 years experience

€14.9M revenues and profitable"

 

h/t @pearnick

[Liberty]

New acquisition at TSS in Germany:

 

https://www.totalspecificsolutions.com/about-us/transaction-updates?tid=66

 

acquired the German IQDoQ, a software company offering DMS and HR solutions for the healthcare and logistics industries, from Materna Information & Communications SE. TSS expands its foothold in Germany with this fifth acquisition while strengthening its existing position in its core verticals. With this divestment, Materna Information & Communications SE follows through with its strategic reassessment of its portfolio.

 

IQDoQ has three business solutions for their vertical markets. IQAkte Personal is an HR solution with digitized personnel files providing an efficient and secure HR administration. Using the solution makes it easy for companies to comply with data protection guidelines such as the EU General Data Protection Regulation. IQAkte Vertrag is a digital solution for companies to perform efficient contract management. HyperDoc is an enterprise information management solution that supports all document- and data-based processes. And it is designed as a modular system with freely combinable components.

 

h/t @pearnick

[Liberty]

New acquisition at Vela:

 

https://www.tecplot.com/2020/09/08/compusense-aquired-by-vela-software/

 

Compusense develops Compusense Cloud and Compusense20, powerful SaaS tools used by major food and beverage companies, CPG multinationals and luxury brands to plan, execute, and analyze consumer and sensory tests, leading to insights that help these companies launch and refine successful products. With over 30 years of research and innovation, Compusense sets the standard for sensory research software.

 

"34 years

45 employees

Clients in 50 countries"

 

h/t @pearnick

[Liberty]

New acquisition at Volaris in Australia:

 

https://www.volarisgroup.com/news/article/volaris-group-acquires-infoview

 

acquisition of Infoview, a leading expense management and industry benchmarking provider.

 

Infoview is a technology expense management and industry benchmarking provider that enables clients to better interpret expense data for cost-savings and make strategic business decisions. Founded in Australia in 1998, the business has grown by enabling clients to dive deeper into their data to simplify and control expenses. 

 

"$500M Telco spend managed yearly

360k Billing services validated per month

98% client retention

30 employees"

 

And one at Perseus in the UK:

 

https://csiperseus.com/news/catalyst-computer-systems-acquisition/

 

Catalyst’s acquisition further expands Perseus’s presence in the United Kingdom’s dealership software markets, having already established a strong presence via its 2012 acquisition of Ibcos – a leading business software supplier to agricultural, groundscare and construction dealers. Overall, Catalyst marks Perseus’s ninth acquisition in the dealership software market, and is now part of the Constellation Dealer Group, which includes industry-leading businesses like Integrated Dealer Systems (IDS), Dealer Information Systems (DIS), Ideal Computer Systems and c-Systems Software.

 

"Founded in 1989

30 employees"

 

h/t @pearnick

[stm86]

Did anyone happen to catch (or save an mp3 of) the Harris podcast episode with Mark Leonard in August? It looks like it was taken down.

[snowball82]

Investors should like the organic growth at Topicus once listed as a public company.

 

 

 

[Liberty]

Topicus spin prospectus is out. Some highlights by Pearnick:

 

 

Filing itself is on SEDAR.

[snowball82]

Topicus spin prospectus is out. Some highlights by Pearnick:

 

 

Filing itself is on SEDAR.

 

Taxman will get much more $$$ with the taxable dividend.

[CanadianMunger]

 

Taxman will get much more $$$ with the taxable dividend.

 

snowball - apologies, can you clarify what you mean here?

[Liberty]

Topicus spin prospectus is out. Some highlights by Pearnick:

 

 

Filing itself is on SEDAR.

 

Taxman will get much more $$$ with the taxable dividend.

 

That's how I read it first too, but someone shared with me a RBC note that says that it appears like it's going to be tax-efficient and the taxable amount will be small. But I'm not sure exactly what that means number-wise..

 

Update: Ok, after talking with some people and reading more, I think I have a better idea.. It's a very clever structure. I'll be sharing some thoughts in my newsletter tomorrow morning (it's free).

[snowball82]

 

Taxman will get much more $$$ with the taxable dividend.

 

snowball - apologies, can you clarify what you mean here?

 

Prospectus :

 

The Spin-Out of the Spin-Out Shares will occur as a taxable dividend for the purposes of the Tax Act. The amount of the taxable dividend received by a CSI Shareholder for the purposes of the Tax Act will be equal to the fair market value at the time of the SpinOut of the Spin-Out Shares received by such holder on the Spin-Out.

[snowball82]

Topicus spin prospectus is out. Some highlights by Pearnick:

 

 

Filing itself is on SEDAR.

 

Taxman will get much more $$$ with the taxable dividend.

 

That's how I read it first too, but someone shared with me a RBC note that says that it appears like it's going to be tax-efficient and the taxable amount will be small. But I'm not sure exactly what that means number-wise..

 

I really hope you are right. Could you share with us how it could be tax-efficient for Canadians ?

[Liberty]

New acquisition at Jonas:

 

https://jonassoftware.com/jonas-software-announces-the-acquisition-of-ineo

 

acquisition of Ineo, LLC (“Ineo”). Ineo offers comprehensive global mobility management software, outsourced mobility financial management, and specialized mobility tax services to Relocation Management Companies (RMCs) and Corporations. Ineo represents Jonas’ first acquisition in the Corporate Mobility vertical.

 

Ineo offers full lifecycle assignment management and integrates every aspect of the mobility workflow – from vendor management to global compensation services. Leveraging Ineo’s global tax knowledge, it integrates data entry and reporting with logic to support the complexities of mobility talent management.

 

"Founded in 2003

Linkedin shows 152 employees"

 

h/t @ChrisPe23936320 and @Pearnick

 

Also, I published some thoughts on the Topicus spin out here:

 

https://libertyrpf.substack.com/p/29-constellation-softwares-topicus

 

[FiveSigma]

Really surprised they are doing this spin-out as a taxable event.

 

Typically spin-offs are tax-efficient, no?

 

Also, am I the only one that's disappointed at them picking TSX Venture?

 

TSXV is mostly a dumping ground of sketchy resource stocks, not established software companies. It may result in an unfair discount on the shares (vs. when part of CSU) as well as liquidity and margining at some brokers.

 

Does anyone know why they haven't picked TSX and whether they plan to move to it?

[Liberty]

Really surprised they are doing this spin-out as a taxable event.

 

Typically spin-offs are tax-efficient, no?

 

Also, am I the only one that's disappointed at them picking TSX Venture?

 

TSXV is mostly a dumping ground of sketchy resource stocks, not established software companies. It may result in an unfair discount on the shares (vs. when part of CSU) as well as liquidity and margining at some brokers.

 

Does anyone know why they haven't picked TSX and whether they plan to move to it?

 

It won't be taxable, or at least, will be minimally so, as far as I understand it. I know there's a sentence early on in the prospectus that makes it sound like that, but if you read up on the preferreds, you'll get an idea of the mechanism that they're using to shield from taxes.

[Cox022]

Re: topicus spin; so the CSI preferred shares will have a redemption value = fair market value of the spun-out topicus.  Therefore the common shares of topicus ~=$0 + option/speculative value?

 

Is that what this sentence means from page 3 of the prospectus? "As a result, the spin-out shares are expected to have a nominal fair market value at the time of the Dividend."

 

Is that what makes this 'taxable dividend' effectively a 'non-taxable' dividend, in effect?

[KCLarkin]

TSXV is mostly a dumping ground of sketchy resource stocks, not established software companies. It may result in an unfair discount on the shares (vs. when part of CSU) as well as liquidity and margining at some brokers.

 

Unfair discount is good. Hopefully some forced selling too.

 

[Liberty]

TSXV is mostly a dumping ground of sketchy resource stocks, not established software companies. It may result in an unfair discount on the shares (vs. when part of CSU) as well as liquidity and margining at some brokers.

 

Unfair discount is good. Hopefully some forced selling too.

 

Yeah, prob many indexers and large funds that will be forced sellers because it's too small and/or on the wrong index..