Constellation Software Inc. is delaying the spinout of its subsidiary Topicus.com Inc. but promised it is still eyeing the deal, which would be the first of its kind for the acquisition giant.
After formalizing plans in September to spin out Topicus.com, the Canadian software firm announced the postponement Tuesday. The company said in a statement it will continue to work toward a public listing and that it expects that the Topicus.com shares will be distributed to Constellation’s shareholders "at a later date.”
Constellation acquired Netherlands-based Topicus in the spring for €217-million ($337.3-million), and the target specialized in servicing four sectors in its home market: finance, health care, local government and education. Topicus manages multiple software products that help its clients automate as many aspects of their business processes as is practical.
Constellation is a serial acquirer of smaller technology firms, and the company is one of the rare organizations that successfully integrates its targets while also increasing their profits. Many serial acquirers seek growth for growth’s sake and sometimes fall into the habit of overpaying for additional revenue.
If completed, the spinout will mark the first time Constellation has hived off one of its subsidiaries into a separate public company – albeit one still controlled by Constellation.
The company to be spun out of Constellation would be a combination of Topicus and Constellation’s TSS operating group, which was formed when the company bought Total Specific Solutions in 2013 for €240-million.
The spinout plans call for Constellation to remain a “significant shareholder” of the rebranded unit and the deal would provide current Constellation shareholders subordinate voting shares in Topicus.com Inc., which would trade on the S&P/TSX Venture Exchange. The deal, as currently structured, will not see Constellation raise any funds by selling shares in the subsidiary.
Constellation has said it believes Topicus will grow more quickly, and with better operations, as a separately listed public company. When the spinout was announced in September, Topicus.com’s revenue had grown 18 per cent in the second quarter over the year prior, double the pace of Constellation’s revenue growth.
The spinout was a major discussion point with Topicus’s founders when Constellation acquired the company in the spring. “They didn’t want their legacy disappearing into the craw of an omnivorous conglomerate,” Constellation president Mark Leonard said at the time.
Constellation did not return a request for comment.
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