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VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS

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Page 1: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS

Page 2: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 2

Table of Contents

Overview ..............................................................................................................................

Wynne Carve-outs> Strategic Mergers for Perpetual Growth ...............................................................

Agri Carve-outs> Accelerated scalability through the application of best practices ..............

GreenRide Carve-outs > Revising corporate business structure to augment existing services ........

3–4

5–7

8–10

11–14

Page 3: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 3

Overview

Reasons for corporate carve-outs

Oftentimes, businesses resort to a corporate carve-

out in order to remedy mismanagement or an unsound

fit in an organization. The challenge that these

businesses face, is finding a strategic acquirer who

could provide the resources required for long term

sustainability and growth.

Since, Vertical Market Software companies have

specific needs when they belong to a parent company

who is not a software specialist, they are often

unable to perform to their potential. They may be

lacking the resources to scale the business further,

and consequently stunt the businesses’ growth.

Alternatively, the resources may be available but

the lack of present industry leadership results in

the misuse of such tools. In any case, Volaris offers

companies looking to carve out software businesses

both the resources and leadership they need to scale

the business further and position it for long-term

sustainable success.

Volaris Group has unparalleled experience in successfully acquiring, managing and building software companies.”

—Tony Gale, Director & Integration Manager of GreenRide

Strategic and Seamless carve-outs

With dozens of closed acquisitions over 20 core

markets, Volaris Group’s ability to structure strategic

transactions allows software carve out’s the

opportunity for a safe and permanent home. Our buy-

and-hold acquisition philosophy provides our portfolio

businesses with a solution that fits their long-term

goals. Furthermore, since Volaris operates on a highly

decentralized business model, our companies are

able to continue operating as an autonomous entity

with access to resources and expertise. Businesses

like GreenRide are able to reap the benefits of having

a parent company with intimate knowledge of best

practices required to lead VMS companies to success.

Page 4: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 4

Post-acquisition Success

After joining Volaris Group’s portfolio of businesses,

companies have access to knowledge sharing through

quarterly strategy meetings, annual academies, and

functional summits. These opportunities allow business

leaders to exchange best business practices with

industry leaders of other VMS businesses. By applying

key metrics and best industry practices specific to VMS

companies, businesses are able to grow organically and

refine their day-to-day operations.

As part of Constellation Software Inc., Volaris Group has

access to any resources required to make any business

goal a reality. By working collaboratively with owner

operators to fulfill their personal and professional goals,

Volaris Group positions businesses for perpetual growth.

Our buy-and-hold acquisition approach allows you to

make the best long term decisions for your business.

Page 5: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

W Y NNE

Strategic Mergers for Perpetual Growth

Page 6: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 6

Founded in 1980, Wynne Systems is a leading provider of

mission critical enterprise resource planning (ERP) solutions

for rental equipment and construction companies. After

several successful years of operation, Wynne Systems decided

to merge with their direct competitor, United Rentals, in order

to achieve a greater market share.

Shortly after the close of the transaction, Wynne Systems

was hampered in its ability to further scale its business as

other equipment rental companies where wary of buying

software from a company owned by their largest competitor.

Furthermore, since United Rentals was not a software

company themselves, Wynne failed to apply certain best

industry practices to their business.

W Y NNE:

STRATEGIC MERGERS FOR PERPETUAL GROWTH

Page 7: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 7

Volaris Group sought to expand and strengthen its

rental management software vertical, and recognized

Wynne Systems as a strategic fit. In 2012, Volaris

approached United Rentals about the potential acquisition

of Wynne Systems. Both parties where able to reap the

benefits of the transaction as Volaris was able to expand its

market presence in the rental management vertical, and

Wynne Systems now had a parent company with intimate

knowledge of vertical market software companies.

Shortly after the close of the transaction, General Manager

of Wynne Systems, John Bureau, recognized the value in

being able to share best practice knowledge with hundreds

of business leaders in over twenty core vertical markets.

Through quarterly strategy meetings, annual academies,

and functional summits Volaris ensures their portfolio

businesses have the opportunity to learn from others and

grow organically. Furthermore, these opportunities foster a

sense of community amongst the verticals as well as provide

a unique space for employees to network and develop skills.

Bureau and his team continue to grow Wynne Systems

autonomously around the globe, as they now have access to

any resources necessary to further scale their business.

From initially meeting the folks

from Volaris prior to the acquisition,

through their acquisition, through

the integration process there was

a lot of respect, a lot of intelligent

people. I learned a great deal of

information, I probably learned

more in 1 year than I did in 15

years running the organization.”

At the end of the day, we kept our

organization completely intact!”

—John Bureau, GM of Wynne Systems

Page 8: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

AGRIS:

Accelerated scalability through the application of best practices

Page 9: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 9

Established in 1978, AGRIS Inc. is a leading software provider for

agriculture markets. After two decades of independent trading the

business was acquired by John Deere. Under Deere’s ownership,

AGRIS developed many valuable connections in the industry.

However, as a specialist vertical market software business,

AGRIS struggled to find a natural home within John Deere’s core,

prestige manufacturing business. With the long term success of

AGRIS and its employees in mind, John Deere sought a strategic

acquirer who would grow the business autonomously.

The management at Deere recognized Cultura Technologies as

an industry leader in operating and growing agri-food focused

software businesses and had been in contact to discuss the

possibility of an acquisition. They were attracted by Cultura’s buy-

and-hold acquisition philosophy as it would mean investment in

the company and its employees. Cultura Technologies was able to

structure a strategic transaction that fulfilled the terms laid out

by John Deere. AGRIS was able to find a parent company that was

AGRIS:

ACCELERATED SCALABILITY THROUGH THE APPLICATION OF BEST PRACTICES

Page 10: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 10

With Cultura, we are able to

achieve much greater levels

of success by leveraging their

expertise and experience.”

—Lyle Hartz, Director of Sales and

Marketing at AGRIS Inc.“dedicated to the long term success of the companies

they acquire and had expertise in vertical market

software. Cultura was able to capitalize on

the valuable connections developed by AGRIS under

Deere’s ownership.

The parent company of Cultura Technologies,

Volaris Group, operates on a decentralized business

model allowing acquired businesses to remain

autonomous. As a result AGRIS has been able to

thrive as their employees have a renewed sense of

empowerment towards running the business.

Joining Cultura has enabled AGRIS to thrive and further

scale their business. Since the carve-out, AGRIS has

been able to apply Cultura’s proprietary metrics and

knowledge of best industry practices to increase

revenue by 70%!

Cultura and Volaris Group were able to provide support and guidance, but ultimately left it up to us to make our own decisions.”

—Lyle Hartz, Director of Sales and Marketing at AGRIS Inc.

Page 11: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

GREENRIDE:

Revising corporate business structure to augment existing services

Page 12: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 12

As an international provider of web-based rideshare management software,

Greenride grew rapidly as a SaaS business as a part of an engineering firm

soon after GreenRide was created in 2004. In just a few years, GreenRide

grew to nearly $1 million in sales but ran into challenges scaling and

maintaining multiple versions of their customized solution. As a result,

supporting customers and retaining a leadership role in the market became

difficult. The executive and management team for the engineering firm and

GreenRide realized these challenges would not be overcome under the

current corporate business structure. Thus, Tony was tasked with finding a

strategic acquirer who had the resources and expertise in developing and

maintaining Software solutions.

After receiving several offers, TripSpark was selected as the buyer of choice

as they were the best strategic fit. TripSpark, a subsidiary of Volaris Group,

had extensive expertise in the transportation software industry and granted

GreenRide the opportunity to share best business practices with other

companies in related and other software verticals. Furthermore, TripSpark

had the resources to support GreenRide, its employees, as well as its

clients to ensure the company proceeded to grow and scale further.

GREENRIDE:

REVISING CORPORATE BUSINESS STRUCTURE TO AUGMENT EXISTING SERVICES

Page 13: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

TripSpark has unparalleled experience

in successfully acquiring, managing and

building software companies.”

—Tony Gale, Director & Integration Manager of GreenRide“

Page 14: VOLARIS GROUP’S ROLE IN CORPORATE CARVE-OUTS€¦ · Overview Reasons for corporate carve-outs Oftentimes, businesses resort to a corporate carve- out in order to remedy mismanagement

volarisgroup.com5800 Explorer Drive, 5th Floor, Mississauga, ON Canada L4W 5K9 | Tel: (905) 267 5400 | Fax: (905) 238 8408 14

The acquisition was strategic for both parties, as Volaris

was able to strengthen its market presence in the

transportation vertical market, and GreenRide received

the benefit of having a safe and permanent home which

allowed for sustainable growth.

Volaris Group̀ s decentralized business model allows

GreenRide to continue operating the company as they

see fit. GreenRide retained its employees and customers

as the acquisition its operations. With the resources and

support of Volaris Group, GreenRide continues to scale

their solution.

As a result of the carve-out, GreenRide management

was able to learn from and share best industry practices

with hundreds of business leaders in over twenty

core markets. Furthermore, Tony Gale’s professional

responsibilities have expanded which has presented him

with new current and future opportunities.

The right decision was made

in selling the business to

TripSpark, not just for the buyer

and seller but also for our

customers and employees.“

—Tony Gale, Director & Integration Manager of GreenRide