Themasoft is ready for the next step

Banks and asset managers are involved with countless complex and less complex financial processes on a daily basis. These vary from processing transactions and bookkeeping through to in-depth risk analysis at managerial level. Paul Baars, managing director of Themasoft says: “You can find a program on the market for every process. What we do is bundle all those functions into a single integrated package.” Themasoft, which is based in Amsterdam Southeast, combines this broad, integral approach with in-depth knowledge of the financial world. Baars himself, for example, worked for many years in risk management worldwide for ABN AMRO bank. Over the past few years, however, Themasoft started to feel restricted. “We had the necessary products on the basis of a strong and robust system, but we simply weren’t able to position Themasoft successfully. We were lacking the right marketing”, explains Baars.

For this reason, at the start of 2010, Themasoft went in search of another party. Themasoft was looking for a buyer who, besides their knowledge of the financial world, would also bring with them the necessary marketing strength.

Baars asked the Corporate Finance department at Zanders to support Themasoft in its search for a takeover party. “We were looking for a systematic approach towards our objective. Zanders was able to offer this. Moreover, the activities at Zanders are a good match for ours. Risk, treasury, implementation of Basel II and III: it didn’t take long before Zanders understood exactly what we are about,” says Baars. Besides this, Themasoft also found Zanders to be a partner that could view the sales process with sufficient distance. “That is important,” Baars explains. “You’re negotiating about your own business. In that case, an objective view is most valuable.” Zanders Corporate Finance aims mainly at medium-sized businesses with investment and acquisition plans. Zanders Corporate Finance supervises the process, makes contact with other parties as required, makes prognoses, develops scenarios and provides input into finding the most suitable fundraising mix.

“Zanders understands exactly what we are about”

Zanders consultant Sander Oude Luttikhuis says: “We can supervise our clients from A to Z.” What was important to Themasoft at the start was finding the right match in the form of a party that could safeguard the continuity and product development and would, at the same time, provide a powerful contribution in the area of sales and marketing.

“Every sales process starts with putting together the marketing documentation,” Oude Luttikhuis explains. “We make a value appraisal of the shares in the company based on expected future cash flows and then we put together a profile of the company. We also make a peer group analysis in order to gain insight into how the business performs compared with other businesses in the same sector. Using this data, we can then put together an information memo describing the product-market combination. Besides this, we carry out a SWOT analysis, put together sketches of future perspectives, make an estimation of the risks, and also show how these can be mitigated.”

A good story

Zanders and Themasoft together compiled a longlist of around 40 potential buyers. This was subsequently reduced to a shortlist of 20 names. Letters were then sent out to these companies with an anonymous profile of Themasoft.

“In the end, we held consultations with five interested parties,” says Oude Luttikhuis. “This primary phase involves a particularly strategic process and at this point there is no talk of prices. Is the potential buyer’s story also a good one? What does he want to do with the company? What is his vision of the future? Our client’s continuity and objectives remain constantly at the forefront.”

“Is the potential buyer’s story also a good one?”

Zanders was specifically looking for a party that would be able to realize Themasoft’s potential. Such a party was found in Jan Veenstra. Veenstra was founder of Syntel, a developer and supplier of banking software. Veenstra led the company for 27 years. However, in 2007 he stood down as managing director when Syntel was taken over by BinckBank.

Baars says: “To start with, Veenstra was primarily under consideration as a private investor, not as a strategic partner.” However, it appeared that Veenstra did not want to limit his involvement simply to being an investor. He was prepared to take over the whole company. Following a sales process lasting a year, the deal was closed at the start of 2011. “That’s quite a long time,” admits Oude Luttikhuis. “The economic crisis caused potential candidates to be somewhat reluctant.” Apart from in-depth knowledge of the market and an impressive international network, Veenstra was also able to bring in an experienced development team with him. Baars adds: “That made it possible for us to expand our system and to modernize.”

Ideal combination

Now that the takeover has been realized, Baars is still involved with the company as co-director. “I’m able to pass on my knowledge and, together with Jan, give form to Themasoft. This is an ideal combination whereby Jan concentrates on the marketing and I can concentrate mainly on the financial side.”

Looking back at the year in which the takeover was conducted, Baars is more than happy. “Thanks to Zanders, we’ve achieved our objective. Moreover, the collaboration was pleasant and professional. Zanders regularly acted as a sparring partner for us and kept us informed about progress during the whole process. It wouldn’t surprise me at all if Themasoft collaborated again with Zanders in the future.”