Topicus, TSS, & Dutch Notary Software

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Going back to the transaction itself, my understanding is they present you a term sheet with their offer? Did they stick to that without there being a lot of back and forth, and they didn't renege on certain things?

They said this is the offer, take it or leave it. I sensed they were honest, and later when I was doing M&A myself, I saw the file about the transaction of Van Brug and the quote from the director of M&A stated, non-negotiable, this is the offer. That is one of their principles; it's straightforward. Of course they want the deal, but if it's over the top, they never do it. As an M&A person, it annoyed me because I had a perfectly fine business for TSS, IRR of X minus one, but it had to be X, otherwise no deal.

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The software is complex and notaries with software are unlikely to change?

No, which is why we are looking as a startup to RPA, because we are too dependent on software suppliers if they are willing to communicate with our API. Now we are looking at RPA to get the data of the consumer in the system of the notary. That's because they are looking out for their own businesses, so I don't blame them.

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When you stayed on as an MD of your business and started looking for other businesses to acquire, did you find the same things you had in your business? You said you learned about value-based pricing and charging customers for development; did you bring those principles to the businesses you acquired, then revenues went up?

Yes, I supported the M&A department by giving them prospective businesses to buy. I told my story because I was still enthusiastic about TSS principles. Last week, I spoke with someone in the M&A world who was looking at a company to sell to TSS. I asked if the founder was selling his company and if he had enough money? That was the case and if he was looking out for his company, clients and personnel, he should consider selling to TSS. I strongly believe that, and when I sell the company that I have now started in five years, I would consider selling to TSS. They do not pay the highest prices but look out for the company. I like the principle of software for life, and they do not buy a company then sell it five years later. They never sell their companies, so it gives me a good feeling to have sold my company to them because it's still there. They are doing great with all the principles I started and my successor carried on with.

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