Breukelen, the Netherlands-based TIE Kinetix, a supply chain digitalisation platform, announced on July 26 that it has entered into an agreement to sell its entire business and operations to SPS Commerce.
The total purchase price for this transaction is €68.35M, subject to approval from shareholders.
The deal involves TIE Kinetix selling all its issued and outstanding shares, including its subsidiaries and operations, to SPS Commerce.
The transaction is subject to the approval of the shareholders of TIE Kinetix.
The Boards are of the opinion that the proceeds of the transaction provide the shareholders with a significant premium on the latest stock price that will allow shareholders to capitalise on the financial upside of the potential of the business of TIE Kinetix.
TIE Kinetix: Helping organisations with digitalisation
Founded in 1987, TIE Kinetix helps companies of all sizes achieve their digitalisation goals through its cloud-native FLOW Partner Automation platform.
The company has collaborated with over 2,500 businesses to support their EDI, e-invoicing, and digitalisation projects. With headquarters in the Netherlands, TIE Kinetix also operates offices in France, Germany, Australia, and the United States.
The acquisition
The acquisition is seen as a strategic move as the Dutch company mainly operates in continental Europe, while SPS Commerce’s focus is on the Americas and Asia.
The combination of their respective businesses is expected to promote continued growth for TIE Kinetix.
The company has made significant investments in e-invoicing and holds a strong position in the European e-invoicing market, which is projected to grow with the mandated application of e-invoicing in the BTG and BTB markets in Europe over the next 2-4 years.
The Boards believe that the company’s offerings will complement SPS’ next-generation EDI services.
Share purchase agreement
The purchase price under the Share Purchase Agreement is €68.35M. Of that amount, €3M will be held in escrow for a period of twelve months following completion to secure the obligations of TIE Kinetix as a seller as agreed in the Share Purchase Agreement with SPS.
In the event of a claim by SPS against the escrow, the amount of the claim will be kept in escrow until final resolution of the claim. The amount that is undisputed after the lapse of the twelve months period, will be released to TIE Kinetix.
As a result of the transaction, TIE Kinetix will remain as a single company without subsidiaries and assets other than the transaction proceeds.
The Dutch copmpany intends to distribute the proceeds to the shareholders as soon as reasonably possible following the completion of the transaction by means of an interim dividend.
The company will reserve and withhold a reasonable amount estimated by TIE Kinetix to cover ongoing expenses and necessary provisions.
Consequently, the distribution of the proceeds to the shareholders will at least take two distributions: the vast majority as soon as reasonably possible after the completion of the transaction and the remainder after the lapse of at least twelve months.
It is currently estimated that the first distribution of proceeds, immediately following completion, will be between € 30,00 and € 30,50 per share.
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