Harris to acquire NexJ Systems
On August 26, 2022, NexJ Systems Inc. (TSX: NXJ), a provider of intelligent customer management software for the financial sector, was acquired by N. Harris Computer Corporation (NHC), a subsidiary of Constellation Software Inc. (TSX:CSU). This acquisition took place under a statutory plan arranged as per section 192 of the Canada Business Corporations Act. Constellation, a major public company with a 25-year history, invests in software companies with vital products. NexJ joined Constellation's robust portfolio, aligning with Constellation's long-term value realization strategy. NexJ shareholders received C$0.55 per share, representing a 45% premium on NexJ's closing price on the TSX as of August 26, 2022. Scott Beattie, Chair of NexJ's Board, noted the acquisition would bolster NexJ's shift to a subscription-based model and boost global competitiveness. The transaction garnered unanimous support from NexJ's Special Committee and Board of Directors. The deal required an affirmative vote of at least 66?% from NexJ Shareholders and Ontario court approval. Directors and other shareholders holding approximately 43.8% of NexJ shares supported the deal. The acquisition entailed a C$800,000 termination fee under specific conditions. The deal was anticipated to close in the fourth quarter of 2022, post which NexJ shares would be delisted from the TSX. INFOR Financial Inc. offered the Fairness Opinion. Legal advisories included Blake, Cassels & Graydon LLP for NexJ and Cassels Brock & Blackwell LLP for NHC.
Merger & Acquisition
Tech/Computer/IT
Undisclosed/Confidential
Closed
10 November 2022