TIE Kinetix N : and SPS Commerce reach agreement on SPS’ acquisition of all business and operations

Breukelen, the Netherlands - July 26, 2023 at 8 AM CEST - TIE Kinetix N.V. ("TIE Kinetix"), a leader in 100% supply chain digitalization, today announces that it has reached agreement to sell all of its business and operations to SPS Commerce, Inc. ("SPS") for a total purchase price of € 68,35 million, subject to shareholder approval.

The transaction is structured as a sale and transfer by TIE Kinetix of all issued and outstanding shares in TIE Kinetix Holding B.V., being the group company directly and indirectly owning of all subsidiaries and operations of the TIE Kinetix group. The transaction is subject to approval of the shareholders of TIE Kinetix.

Strategic considerations
The Executive Board and the Supervisory Board of TIE Kinetix ("Boards") have duly considered the transaction, the interests of TIE Kinetix' stakeholders and other facts and circumstances they have deemed relevant, and unanimously resolved to support the transaction.

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 capitalize the financial upside of the potential of the business of TIE Kinetix.

TIE Kinetix has the majority of its business and operations in continental Europe (Netherlands, Germany and France) whereas SPS' business is concentrated in the Americas and Asia. Consequently, the Boards believe that the combination of the respective businesses will allow for continued development and growth of the business of TIE Kinetix.

TIE Kinetix has made significant investments in e-invoicing and has a pole position in the European e-invoicing market. This market is expected to grow strongly with the mandatory application of e-invoicing in the BTG and BTB markets in Europe over the next 2-4 years. The Boards believe that TIE Kinetix' offering will complement SPS' next generation EDI offering.

Jan Sundelin, CEO of TIE Kinetix, said "I am very happy with the opportunity for TIE Kinetix to become part of a market leader like SPS. It provides an excellent basis for continued growth of our next generation EDI and invoicing solutions and allows us to capitalize on the investments made with FLOW."

Purchase Price
The purchase price under the Share Purchase Agreement is € 68,35 million. Of that amount, € 3 million will be held in escrow for a period of twelve months following completion, to secure the obligations of TIE Kinetix as 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 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 proceeds of the transaction. As a result, TIE Kinetix intends to distribute the proceeds to the shareholders as soon as reasonably possible following completion of the transaction by means of an interim dividend. TIE Kinetix will reserve and withhold a reasonable amount estimated by TIE Kinetix to cover for ongoing expenses and for the purpose of necessary provisions. In addition, as indicated above, an amount of € 3 million will be held in escrow for the term of at least twelve months. Consequently, distribution of the proceeds to the shareholders will at least take two distributions: the vast majority as soon as reasonably possible after completion of the transaction and the remainder after 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.

Extraordinary General Meeting
As soon as reasonably possible, TIE Kinetix will convene an extraordinary general meeting of shareholders for the purpose of, amongst others, a shareholder vote on the transaction in accordance with article 2:107a of the Dutch Civil Code. It is expected that this general meeting will be held during the first half of September, 2023.

Further to the above strategic considerations, the Boards unanimously recommend the shareholders to vote in favour of this transaction. TIE Kinetix has received irrevocable undertakings to vote in favour of the transaction from certain of its major shareholders, representing approximately 67% of the issued and outstanding share capital of TIE Kinetix on a fully diluted basis.