NSB Retail Systems to Acquire Rival STS System

NSB Retail Systems PLC (NSB), a leading supplier of software solutions for retailers, entered into a conditional agreement on November 10, 2000, to acquire STS Systems, Ltd. (STS), a privately owned retail software business, for approximately C$600 million in cash and stock. Of the aggregate consideration payable for STS, 50 per cent is payable in exchangeable shares of an indirect wholly-owned subsidiary of NSB (Exchangeco), 40 per cent is payable in cash, and 10 per cent is payable in convertible preferred shares of Exchangeco.

Formed in 1995, NSB has a market capitalization (as at November 17, 2000) of over £420 million. With approximately 900 employees, STS has a strong record of growth and profitability. The acquisition will enable NSB to gain a substantial presence in the North American market for retail software systems through an established and successful participant. Completion of the transaction, anticipated for December 2000, is conditional upon NSB shareholder’s approval and US regulatory approval.

Stikeman Elliott in Montreal represented NSB with a team composed of Stuart (Kip) Cobbett, William Rosenberg, Peter Castiel, Louis Juneau, Gayle Noble and Donna Benedek (corporate), Robert Hogan and Michel Ranger (tax), Hélène Bussières (employment) and Michel Legendre (employee benefit plans). Acting as UK counsel to NSB was CMS Cameron McKenna.

Representing STS is a team from the Montreal office of Davies Ward Phillips & Vineberg LLP comprised of Nathan Boidman and Alan Shragie (tax), Robert J. Abrams, Richard Cherney and Brian Salpeter (corporate/securities). Also represeting STS were Frank Schlesinger, Grace Strusberg, Laura Cianci, Elliot Bier and Gilles Poulin of Adessky Poulin, while the British firm Masons acted as UK counsel.