Total Specific Solutions (“TSS”), a leading European IT group, operating through subsidiary Yukon Niebieski Kapital B.V, has signed an agreement to acquire 12,318,863 shares of Asseco Poland, representing 14.84% of the company's capital. The acquisition is subject to obtaining necessary regulatory approvals. Upon completion of the transaction, TSS will hold a total of 20,618,892 shares of Asseco Poland, representing 24.84% of the company’s capital.
TSS has entered into a shareholder agreement with the Adam Góral Family Foundation to collaborate on the further development of Asseco Group. The involvement of a significant European partner and industry investor will accelerate growth and enable further expansion of Asseco Group's business operations.
On January 31, 2025, TSS acquired 8,300,029 shares of Asseco Poland from Cyfrowy Polsat, representing 9.99% of the company’s capital, at a price of PLN 85 per share.
On February 4, 2025, Asseco Poland signed a conditional agreement to sell 12,318,863 treasury shares to TSS, representing 14.84% of the company’s capital. These shares were acquired by Asseco Poland through a share buyback program in 2023. The sale price was set at PLN 85 per share. Upon completion of both transactions, TSS will hold 20,618,892 shares of Asseco Poland, representing 24.84% of the company’s capital.
Adam Góral, through the Adam Góral Family Foundation, holds 8,310,000 shares, representing 10.01% of the company’s capital.
The offer from the Dutch-origin company TSS, operating within the Topicus.com and Constellation Software, was very well received not only by the majority of our investors but also by Asseco’s management and myself.— Adam Góral, CEO of Asseco Poland
Our groups are built through acquisitions, and companies operate within a federated model. I chose to partner with TSS because I believe that in a time of increasing dominance by global software giants, only capital consolidation among major European companies provides an opportunity to create teams that, in the coming years, can effectively compete for greater market share.
Strategic Shareholder Agreement Between Asseco and TSS
TSS’s acquisition of Asseco Poland's treasury shares will also trigger the implementation of the shareholder agreement between Asseco Poland’s shareholders, namely the Adam Góral Family Foundation and TSS.
The agreement outlines shareholder cooperation, including joint voting rules at the General Meeting on key company matters. The partnership ensures the continued execution of Asseco’s strategy, focused on developing proprietary software and services while expanding through acquisitions.
Under the shareholder agreement, TSS has committed not to increase its stake beyond the agreed limit after the completion of both transactions.
Asseco Poland will remain a publicly traded company listed on the Warsaw Stock Exchange, with Adam Góral continuing as CEO, leading the existing management team.
The shareholder agreement we signed significantly increases the likelihood of further value growth for all Asseco shareholders while providing broad development opportunities for employees and management. The agreement reflects TSS’ commitment to supporting operational independence while ensuring that the values my teams upholds - honoring commitments to our clients - remain a shared priority for both myself and my partners. — Adam Góral, CEO of Asseco Poland
Key Objectives of the Shareholder Agreement:
• Ensuring ownership, operational, and management stability to execute Asseco’s long-term development vision.
• Achieving ambitious business and financial goals while maintaining Asseco’s status as a dividend-paying company.
• Supporting the succession process, with Adam Góral transitioning to the Supervisory Board and Vice President Rafał Kozłowski taking over as CEO.
• Implementing a management incentive program to support long-term stability and the achievement of strategic business objectives.
According to the agreement, TSS will not exceed a maximum 27.96% stake in Asseco’s share capital.
About Total Specific Solutions (TSS)
TSS is a leading European software group from the Netherlands, specializing in software solutions for vertical markets (VMS).
TSS’ strategy is for a large part modelled after Constellation Software (“CSI”), a publicly traded investment firm on the Canadian stock exchange which holds a controlling vote in TSS’ parent company Topicus.com. Much like CSI, TSS is focused on acquiring vertical market software companies with strong customer bases and market positions.
We value Asseco Group's achievements and growth over the years, hence our decision to become an investor. We appreciate the potential of the Asseco Group - it is the largest player in the Polish market with an extensive footprint in other CEE markets. The Group has a clear vision for further strengthening its position in its geographies. Our approaches to operating successful software companies are like-minded - we have a similar decentralized organizational structure with ownership close to the market and focus on bringing our customers added value. Asseco's strategy and achievements are a good match with our long-term strategy.
We believe that together with Adam Góral, Rafał Kozłowski, and the rest of the management team, we have a unique opportunity to support each other and continue to create long-term value for shareholders and other stakeholders. Together, we will build a partnership of two strong European IT Groups based on perpetual ownership, decentralized governance, and client centricity. – says Ramon Zanders, TSS Group CEO.
Poland’s Digital Leader in Europe
As a leading Polish provider of IT solutions for various sectors of the economy, Asseco Poland is a trusted and reliable partner. While the company primarily serves clients in Poland, its group subsidiaries deliver products and services to customers in numerous countries worldwide.
TSS is undoubtedly one of the leading software groups in Western Europe, while Asseco is the leader in Central and Eastern Europe, the Balkans, and Israel. Companies within both groups will have the opportunity to expand their product offerings and gain access to new markets.” — Adam Góral
After deep reflection, I have no doubt that this partnership will bring significant benefits to customers of both groups, their shareholders, and all employees. It is also worth emphasizing that we will continue implementing our business strategy based on two fundamental pillars: the development of proprietary software and related services, and scaling operations through acquisitions. Asseco is a Polish company, we will remain publicly traded, our headquarters will stay in Rzeszów, and we will continue paying taxes in Poland.
Asseco’s Growth Through Acquisitions
Asseco grows both organically and through acquisitions of companies with similar profiles. Thanks to this strategy, Asseco is Poland’s largest IT company, providing software to tens of thousands of clients in over 60 countries worldwide.
Succession in a Polish Tech Company
In 2023, Adam Góral designated Rafał Kozłowski as his future successor. Kozłowski currently serves as Vice President of Asseco, having previously held various management positions within the Asseco Group for many years.
Góral has clearly stated that after Kozłowski assumes the CEO position, he intends to remain involved in the company and continue to support its growth as Chairman of the Supervisory Board.
The collaboration between Adam Góral and TSS is intended to facilitate the succession process and ensure Asseco’s continued dynamic growth.
About Asseco Group
Asseco is the largest IT group in Poland and the Central and Eastern European region.
For over 30 years, it has been developing advanced software solutions for enterprises and institutions across key economic sectors.
The company employs nearly 34,000 people and operates in over 60 countries worldwide. It expands through organic growth and acquisitions.
Asseco’s subsidiaries are publicly traded on the Warsaw Stock Exchange (WSE), NASDAQ, and the Tel Aviv Stock Exchange (TASE).
