Constellation Software Inc. (TSX:CSU) signed a sale and purchase agreement to acquire Nedsense Nedgraphics B.v. from NedSense Enterprises NV (ENXTAM:NEDSE) for €7.5 million on August 25, 2014. Under the terms, up to €2 million of the purchase price will initially be held back by Constellation as recourse for the balance of tangible assets and tangible liabilities on the date of closing of the transfer of Nedgraphics and any claims Constellation may have under the agreement. NedSense is required to pay €0.2 million in case of termination.

Completion of the transaction is subject to approval of the shareholders of NedSense. The Board of Directors and the Supervisory Board of NedSense believe the transaction to be in the best interest of NedSense and its stakeholders, including its shareholders, and fully and unanimously support and recommend the shareholders to approve the transaction. NedSense's major shareholders including Project Holland Fonds, Todlin and Nantahala Capital Partners, together representing 59% of NedSense's issued share capital, have already irrevocably agreed to support the transaction and to vote in favour of the transaction. An extraordinary general meeting of shareholders is expected to take place on October 7, 2014. The transaction is expected to be completed on October 8, 2014. Proceeds will be used to reduce debt and further invest in LOFT to enter new markets. Hans Beerlage, Dirk Berendsen and Jan Hendrik Horsmeier from Clifford Chance acted as legal advisors for NedSense Enterprises NV. Boer & Croon Corporate Finance acted as financial advisor for NedSense Enterprises NV.

Constellation Software Inc. (TSX:CSU) completed the acquisition of Nedgraphics Inc from NedSense Enterprises NV (ENXTAM:NEDSE) on October 8, 2014. NedSense received an initial payment of €5.88 million in cash on closing and €1.64 million was held back by Constellation. The deal was unanimously approved by the shareholders of NedSense Enterprises on October 7, 2014.