Artificial Intelligence
NexJ Systems to be Acquired by Harris
NexJ Systems Inc. (“NexJ” or the “Company”) (TSX: NXJ), delivering intelligent customer management software to the financial services industry, announced today that it has entered into an arrangement agreement (the “Arrangement Agreement”) with N. Harris Computer Corporation (“NHC” or “Harris”), a wholly owned subsidiary of Constellation Software Inc. (TSX:CSU) (“Constellation”), pursuant to which Harris will acquire all of the outstanding common shares of NexJ by way of a statutory plan of arrangement under section 192 of the Canada Business Corporations Act (the “Transaction”).
Constellation is a large public company focused on, through its operating groups including the Harris operating group, investing in, and managing, software companies with mission critical products and a strong industry presence and has been operating in a variety of vertical markets for over 25 years.
NexJ is joining a financially stable and growing portfolio of companies which will support our future growth objectives. The Constellation business philosophy of long-term value realization and commitment to the companies they acquire will protect our customers’ existing and future investments in NexJ technology.
With strong financial backing, NexJ will continue to focus on building world-class CRM and Integrated Advisor Desktop (IAD) solutions for Wealth Management and Private Banking (B2C) and Corporate and Commercial Banking (B2B).
“Constellation’s buy and hold investment strategy and commitment to providing customers software for life makes Harris a perfect permanent owner of NexJ,” said Paul O’Donnell, NexJ CEO. “NexJ prides itself in its ‘customer-first’ mentality. Once NexJ is acquired by Harris, our customers who rely on our technology to support the day-to-day operations of their business will continue to receive exceptional dedicated support and services for all NexJ products.”
Under the terms of the Arrangement Agreement, each NexJ shareholder will receive cash consideration of C$0.55, on a fully diluted basis, for each NexJ share held (the “Consideration”). The Consideration represents an approximate 45% premium to the closing price of the NexJ shares on the Toronto Stock Exchange (the “TSX”) on August 26, 2022, and an approximate 35% premium to the volume weighted average price of the NexJ shares over the last 20 trading days.
“The acquisition by Harris, a wholly owned subsidiary of Constellation (TSX:CSU) will provide the financial strength and operational support required as NexJ continues its transition to a subscription-based license model and seeks to grow its global competitiveness and provides a secure future for our customers and employees.” said Scott Beattie, Chair of NexJ’s Board.
NexJ’s Board of Directors (the “Board”) established a special committee of independent directors (the “Special Committee”) comprised of E. Scott Beattie (Chair), William F. Morris and David Yach, to consider the Transaction. INFOR Financial Inc. has provided a fairness opinion to the Special Committee (the “Fairness Opinion”) stating that in its opinion as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the NexJ Shareholders pursuant to the Transaction is fair, from a financial point of view, to the NexJ Shareholders.
The Board, after receiving financial and legal advice, and following receipt of the Fairness Opinion and the unanimous recommendation of the Special Committee, has unanimously determined that the Transaction is in the best interests of NexJ and is unanimously recommending that NexJ Shareholders vote in favour of the Transaction.
The Transaction was approved by the Board based on consideration of the recommendation of the Special Committee, Bill Tatham abstaining as a result of his role as Executive Chairman of NexJ Health Holdings Inc., which as part of the Transaction will release the Company from certain non-competition and customer non-solicitation covenants in exchange for the release of NexJ Health Holdings Inc. from certain non-competition and customer non-solicitation covenants, surrender of certain of its shares and release of certain accounts payable owing to the Company.
In recommending the Transaction, the Special Committee and the Board considered and evaluated a number of factors, including those listed below:
- Review of Strategic Alternatives Process. Prior to recommending the transaction, the Special Committee considered the extensive nature of NexJ’s strategic alternatives process (the “Strategic Alternatives Process”) to identify a strategic partner or purchaser for the Company which, over the period of the process, did not secure a transaction on terms considered to provide greater value with an appropriate degree of risk than the terms proposed by NHC, and in particular, (i) the public disclosure of the Company’s intent to undertake the Strategic Alternatives Process in September 2019, and the period of time over which interested parties could assess their interest in considering a potential transaction with the Company; (ii) the volatility in the capital markets which negatively impacted the process throughout 2020 and subsequently in early 2022, (iii) the extent of the efforts made by the Company and its financial advisors to identify and engage with parties having interest in a potential transaction with the Company, and, (iv) the assessment of potential transactions and their associated financial risk resulting from discussions and negotiations with parties, other than NHC, that did express interest but did not result in a transaction.
- No Brokerage Fees or Commissions. The Transaction will allow each NexJ Shareholder to dispose of their common shares without incurring brokerage fees or commissions.
- Company Performance and Financial Condition. The Special Committee recognized that the market dynamics and commercial challenges facing the company could not be ameliorated without additional capital to improve its competitiveness. The Special Committee considered the low likelihood of obtaining any additional equity financing for the Company, and the uncertainty and cost that would be associated with obtaining debt financing. The Special Committee has therefore concluded that without additional capital, the risk to shareholders would likely increase in the future.
- Fairness Opinion. The Special Committee considered and relied on the Fairness Opinion and its conclusion that, as of the date thereof, and subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the NexJ Shareholders pursuant to the Transaction is fair from a financial point of view to the NexJ Shareholders.
- Shareholder and Court Approval. The Transaction must be approved by the affirmative vote of at least 66⅔% of the votes cast by NexJ Shareholders at a special meeting to be held to consider and approve the Transaction, as well as by the Ontario court.
- Arm’s Length Negotiations. The Transaction and the Arrangement Agreement are the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee and the Board and the participation of legal counsel, which resulted in an agreement with terms and conditions that are reasonable in the judgment of the Special Committee and the Board.
- Ability to Respond to Superior Proposals. The terms and conditions of the Arrangement Agreement do not prevent a third party from making an unsolicited Acquisition Proposal (as defined in the Arrangement Agreement) and, subject to compliance with the terms of the Arrangement Agreement, the Board is not precluded from considering and responding to an unsolicited Acquisition Proposal that constitutes, or could reasonably be expected to constitute, a Superior Proposal at any time prior to obtaining the approval by NexJ Shareholders of the Transaction.
- Interim Period Restrictions. The restrictions on the Company’s business until the Transaction is completed or the Arrangement Agreement is terminated are reasonable and are not expected to impair or materially affect the Company’s business during such period.
- Deal Certainty. The Special Committee considered the likelihood that the Transaction would be completed in light of the customary nature of the conditions to closing under the Arrangement Agreement, and the fact that the Transaction is not subject to a financing condition.
In addition, directors, executive officers and other shareholders of NexJ, who as of the date hereof collectively hold approximately 43.8% of the NexJ Shares, have entered into voting support agreements to support the Transaction and vote their NexJ Shares in favour of the Transaction.
The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and will require the approval of 66 2/3% of the votes cast by NexJ Shareholders at a special meeting of NexJ Shareholders to be called to approve the Transaction (the “Special Meeting”). Pursuant to the “minority approval” requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, the Transaction must also be approved by a simple majority of the votes validly cast by the NexJ Shareholders present in person or by proxy at the Meeting, excluding the votes of Paul O’Donnell, President and CEO of NexJ, and Richard J. Broley, Chief Operating Officer of NexJ, each of whom is deemed to receive a “collateral benefit” pursuant to the Transaction as a result of the trigger of the change of control payments stipulated in their respective employment agreements.
The completion of the Transaction will also be subject to obtaining required court and other approvals and satisfaction of closing conditions customary for a transaction of this nature. The Arrangement Agreement includes customary deal-protection provisions. NexJ is subject to non-solicitation provisions and in certain circumstances, the Board may terminate the Arrangement Agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of C$800,000 and subject to a right of NHC to match such superior proposal. Such a termination fee is also payable by NexJ if the Arrangement Agreement is terminated in certain other specified circumstances, including if the Board changes its recommendation or NexJ wilfully or intentionally breaches its non-solicitation covenant.
It is anticipated that the Special Meeting will be held in October 2022. Following closing of the Transaction, the NexJ Shares would be delisted from the TSX. The Transaction is expected to close in the fourth quarter of 2022.
ATLANTA, Oct. 8, 2024 /PRNewswire/ — AMI®, the global leader in Dynamic Firmware for worldwide computing, has partnered with Samsung Electronics, the global leader in consumer technology, to create an enhanced joint security solution available in Samsung’s Galaxy Book PCs. Alongside Samsung’s multi-layer security platform Samsung Knox, AMI’s Tektagon™ – the industry-leading Platform Root of Trust firmware security solution – is now integrated into Samsung PCs including the Galaxy Book5 Pro 360, Galaxy Book4 Pro, Galaxy Book4 Pro 360, and Galaxy Book4 Ultra.
Through this collaborative partnership, AMI’s Tektagon seamlessly integrates with Samsung Knox to ensure that confidential and sensitive data stays safe at every layer of the device through real-time threat detection and collaborative protection, while providing the highest level of security against firmware-injected malware to help prevent ransomware and denial of service attacks.
“As a leading supplier of endpoint technology to global government and commercial industries, Samsung is committed to securing its platforms at all levels,” said Dr. Hark-Sang Kim, EVP & Head of New Computing R&D Team, Mobile eXperience Business at Samsung Electronics. “Integrating AMI’s Tektagon solution into our latest Galaxy Books provides powerful and comprehensive protection at the platform’s foundation.”
The Samsung Knox platform leverages the motherboard’s existing embedded processor to provide a hardware-backed secure platform, which includes AMI’s Tektagon security technology. Thanks to AMI’s leading capabilities as a firmware provider, the need for additional components is reduced while hardware-rooted security is still seamlessly delivered.
“AMI is extremely proud of our work integrating our Tektagon Platform Root of Trust solution into Samsung Galaxy Book series notebooks,” said Stefano Righi, Senior Vice President of the AMI Global Software and Security Group. “Together Samsung and AMI are helping to reduce the cyber threat landscape, securing business endpoints around the world from malicious attacks.”
The Samsung Galaxy Book5 Pro 360, Galaxy Book4 Pro, Galaxy Book4 Pro 360 and Galaxy Book4 Ultra with AMI Tektagon Platform Root of Trust are available today and can be ordered directly from Samsung.
Follow AMI on LinkedIn and Twitter/X to receive the latest news and announcements.
AMI® and Tektagon™ are registered trademarks/trademarks of AMI in the US and/or elsewhere. Galaxy Book and Knox are trademarks of Samsung Electronics Co. Ltd. in the United States and other countries. All other trademarks and registered trademarks are the property of their respective owners.
About AMI
AMI is Firmware Reimagined for modern computing. As a global leader in Dynamic Firmware for security, orchestration, and manageability solutions, AMI enables the world’s compute platforms from on-premises to the cloud to the edge. AMI’s industry-leading foundational technology and unwavering customer support have generated lasting partnerships and spurred innovation for some of the most prominent brands in the high-tech industry.
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Artificial Intelligence
Globally Renowned MarTech Platform, Netcore Cloud Announces Strategic Partnership with Tall Bob Collaboration to enhance Customer Engagement capabilities for customers in Australia and New Zealand
SYDNEY, Oct. 8, 2024 /PRNewswire/ — Netcore Cloud, a leading customer experience and engagement platform, is pleased to announce a strategic partnership with Tall Bob, a premier SMS service provider headquartered in Australia with direct connections to the Mobile Network Operators. This collaboration introduces a newly developed SMS plugin specifically designed to empower Australian businesses with advanced SMS marketing capabilities integrated seamlessly into Netcore Cloud’s omnichannel marketing platform.
The partnership with Tall Bob aligns with Netcore Cloud’s strategy to strengthen its presence in the Australian and New Zealand MarTech ecosystem. By integrating local SMS services through Tall Bob, Netcore Cloud enhances its commitment to providing region-specific solutions that enable personalized, real-time communication. This partnership reflects Netcore’s dedication to driving customer engagement by offering tailored marketing solutions that meet the unique needs of Australian and New Zealand businesses.
The newly developed SMS plugin simplifies SMS integration into customer engagement strategies, enabling businesses to connect with their customers through personalized, scalable SMS campaigns. Key features of the plugin include:
Easy integration: A user-friendly setup process allows businesses to quickly incorporate SMS into their existing marketing strategies.Real-time analytics: The plugin provides robust tracking and analytics to measure the performance of SMS campaigns in real time, helping businesses optimize their marketing efforts.Compliance with local regulations: Ensuring adherence to Australian SMS marketing regulations, the plugin provides businesses a secure and compliant solution.Scalability: Designed to support campaigns of all sizes, from small businesses to large enterprises, enabling broad market reach.Accessibility: Tall Bob’s service layer provides customers with a deep understanding of best practice marketing campaigns, automation, segmentations and message design, resulting in better customer experiences and revenue growth for Netcore and Tall Bob’s clients.Ari Berman – Co-Founder and Commercial Director, Tall Bob said, “This partnership brings together Tall Bob’s local SMS expertise and Netcore Cloud’s global MarTech innovations, providing Australian businesses with a powerful, integrated solution to boost customer engagement and improve marketing performance. I am excited to witness how our collaboration not only simplifies SMS integration but also opens the door to a more holistic approach to communication, enabling brands in Australia and New Zealand to build stronger relationships with their customers.”
Adding to this, Abithab Bhaskar, CEO – International Business, Netcore Cloud said, “Our shared vision is to enable Australian businesses to harness the full potential of real-time, personalized communication, elevating their marketing strategies to new heights. By combining forces, Netcore Cloud and Tall Bob are positioned to lead the way in delivering innovative, data-driven marketing solutions that empower businesses to connect with their customers like never before.”
About Netcore Cloud
Netcore Cloud, a global leader in marketing technology, empowers marketers with its comprehensive Customer Engagement and Experience Suite to create personalized, omnichannel experiences. Leveraging AI to integrate customer data, Netcore enables targeted segments and meaningful digital interactions. Trusted by over 6,500 brands across sectors like Ecommerce, Retail, Banking and Financial Services, Media and Entertainment, and Travel, its marquee clients include Walmart, Unilever, Tommy Hilfiger, Domino’s, McDonald’s, Pizza Hut, and Crocs.
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Artificial Intelligence
Dark Fiber Market Size to Grow USD 7594 Million by 2030 at a CAGR of 9.09% | Valuates Reports
BANGALORE, India, Oct. 7, 2024 /PRNewswire/ — Dark Fiber Market is Segmented by Type (Single-Mode, Multi-Mode), by Application (Telecom, Oil & Gas, BFSI, Military & Defense, Medical, Railway, Others): Global Opportunity Analysis and Industry Forecast, 2024-2030.
The Global Dark Fiber Market was valued at USD 4475 million in 2023 and is anticipated to reach USD 7594 million by 2030, witnessing a CAGR of 9.09% during the forecast period 2024-2030.
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Major Factors Driving the Growth of Insect Dark Fiber Market:
The dark fiber market is experiencing robust growth due to the increasing demand for high-speed internet, data transfer, and secure communication infrastructure across various industries. Dark fiber refers to unused fiber-optic cables that are available for lease or purchase, allowing enterprises and service providers to establish private networks with dedicated bandwidth. The surge in data consumption, driven by cloud computing, 5G deployment, data centers, and IoT, has intensified the need for scalable and high-capacity networks, which dark fiber can provide. Additionally, sectors like telecom, IT, and healthcare are adopting dark fiber solutions to ensure better connectivity, network control, and security.
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TRENDS INFLUENCING THE GROWTH OF THE DARK FIBER MARKET
Single-mode fiber plays a crucial role in driving the growth of the dark fiber market due to its ability to support long-distance communication with minimal signal degradation. This fiber type offers high bandwidth and superior performance, making it ideal for telecommunication companies and data centers that require efficient transmission over extensive networks. The rapid increase in data consumption, driven by emerging technologies like 5G, cloud computing, and IoT, has intensified the demand for single-mode fiber. Its cost-effectiveness for long-haul applications further enhances its adoption, as it allows for higher transmission speeds and capacities over longer distances, making it a preferred choice for large-scale network expansion projects.
Multi-mode fiber is a key driver in the dark fiber market due to its efficiency in short-distance data transmission. Multi-mode fibers are particularly effective for data centers and intra-building communication networks where the focus is on high-speed connections over shorter distances. The demand for electric dark fiber, especially in urban infrastructure and renewable energy projects, has surged as these sectors require reliable, high-capacity data transfer solutions. Multi-mode fiber’s cost-effective installation and maintenance, along with its ability to handle high bandwidth over shorter distances, contribute significantly to the market’s growth, providing a reliable infrastructure for electric utilities and smart grid projects.
Telecom is one of the most significant sectors driving the growth of the dark fiber market due to the increasing demand for high-speed internet, large-scale network deployments, and seamless communication infrastructure. The rapid expansion of 5G networks, the need for backhaul connections, and the proliferation of data-intensive applications have all contributed to the growing adoption of dark fiber in the telecom industry. Telecom providers are leveraging dark fiber to reduce latency, enhance scalability, and increase network efficiency, which are critical for delivering enhanced customer experiences and supporting emerging digital services. As telecom networks continue to expand globally, the demand for dark fiber infrastructure is expected to rise.
One of the primary factors driving the growth of the dark fiber market is the exponential surge in global data consumption. With the widespread use of smartphones, connected devices, and the internet, data traffic has increased significantly. Streaming services, online gaming, video conferencing, and cloud computing are all fueling this growth. Dark fiber infrastructure is essential to accommodate this massive data flow, offering the bandwidth and capacity required to support such intensive usage. As businesses and consumers continue to generate more data, service providers rely on dark fiber networks to ensure faster, more reliable connections and to meet the growing demands for data transmission.
The growing adoption of cloud services by enterprises is another critical factor contributing to the growth of the dark fiber market. As businesses migrate their operations and data storage to the cloud, there is an increased need for high-speed, low-latency networks that can handle large volumes of data transmission. Dark fiber provides the necessary infrastructure for private, scalable, and secure network connectivity to the cloud. Enterprises across various industries, including healthcare, finance, and retail, are leveraging dark fiber to ensure seamless access to cloud applications, thus driving market growth. The continued shift toward cloud computing will likely increase demand for dark fiber solutions.
The rapid expansion of data centers worldwide is significantly boosting the dark fiber market. Data centers serve as critical hubs for storing and managing vast amounts of information. To ensure smooth operation, data centers require high-capacity, reliable, and secure fiber-optic networks. Dark fiber networks provide data centers with dedicated, high-performance connectivity, allowing them to scale their operations efficiently. The growth of edge computing and the need for real-time data processing have further intensified the demand for dark fiber connections in data centers. As the number of data centers grows, particularly in emerging markets, the need for dark fiber infrastructure will continue to rise.
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DARK FIBER MARKET SHARE ANALYSISThe dark fiber market shows varying growth trends across different regions, driven by factors like technological advancements and infrastructure investments. North America leads the market due to the rapid expansion of 5G networks, cloud computing adoption, and increasing data center construction. Europe follows closely, with countries investing in high-speed connectivity for smart cities and telecommunications. The Asia-Pacific region is witnessing significant growth, particularly in China, Japan, and India, driven by increased demand for internet services, telecom expansion, and government initiatives supporting digital infrastructure. Meanwhile, Latin America and the Middle East are also emerging as potential markets, propelled by growing data consumption and the need for improved connectivity in underdeveloped areas.
Key Players:
GTT CommunicationsUFINETVikram GroupDEPLUnite Private NetworksSterlite PowerColt Technology ServicesConsolidated CommunicationsCrown CastleNexGen NetworksSorrento NetworksFirstLightMicroscanWindstream Intellectual Property ServicesPurchase Chapters: https://reports.valuates.com/market-reports/QYRE-Auto-8O16959/global-dark-fiber/1
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