In accordance with Article 65(1) of the Republic of Lithuania Law on Companies, Novian Systems UAB ir ELSIS PRO UAB, managed by INVL Technology, hereby notify of the terms of the reorganisation of Novian Systems UAB, code: 125774645, registered office address: Vilnius, Gynėjų Str. 14, and ELSIS PRO UAB, code: 300064148, registered office address: Vilnius, Baltupio Str. 14, on the basis of which ELSIS PRO UAB is merged with Novian Systems UAB, that is continuing operations. One hundred percent of the shares of Novian Systems UAB are held by Novian UAB. One hundred percent of shares of ELSIS PRO UAB are held by Novian Systems UAB.

The reorganisation period will continue until the reorganization is completed, i. e. until a new version of the Articles of Association of Novian Systems UAB, which will operate after the reorganisation, is registered in the Register of Legal Entities.

Novian Systems UAB will take over all assets, rights, and obligations of ELSIS PRO UAB, all of the rights and obligations of ELSIS PRO UAB by transaction will be transferred to Novian Systems UAB, transactions of ELSIS PRO UAB will be included in the financial accounting of Novian Systems UAB at the end of the day of the completion of the reorganization, without signing acts of acceptance and transfer confirming this.

Every shareholder and creditor is given the opportunity to get acquainted with the Terms of Reorganisation, the project of a new version of the Articles of Association of Novian Systems UAB, and financial reports by prior agreement in Vilnius at Gynėjų Str. 14, also in the electronic publication issued by the Register of Legal Entities. Additional information is available by email pro.elsispro@novian.lt.

On the basis of Article 66(2) of the Republic of Lithuania Law on Companies, creditors of the companies may submit their claims from the first day of publication of the terms of reorganisation until the day of the general meeting of shareholders the agenda whereof provides for the adoption of a decision on reorganisation of the relevant company.

Additional information:

The IT services group Novian is consolidating its software development capabilities. The group’s software service providers Novian Systems and Elsis PRO will be merged and continue as Novian Systems. The decision to merge the companies was approved by the Investment Committee of INVL Technology, which owns the Novian group, on 19 January. As per that decision, terms have been submitted to the Lithuania’s Centre of Registers for a reorganisation in which Elsis PRO it will be merged into Novian Systems. Completion of the process is planned at the end of March this year.

“By combining two companies with great experience, we are creating new potential across a wide range of competencies: from tax administration, municipal projects and risk management to solutions for the defence, aerospace and aviation industries. We believe that this move will enable us to intensify innovation in these areas, including the development of artificial intelligence and big data technologies, thereby increasing value for our customers,” said Evaldas Rėkus, the CEO of the Novian group and of Novian Systems.

He said the merger will also allow Novian Systems to expand the geography of its operations. Its Baltic projects will be complemented by projects in other European Union countries. As a single, larger company, its weight and competitiveness on the market will increase. It will be able to carry out larger and more complex projects, be more active internationally and participate in projects funded by the European Union.

After the merger, Evaldas Rėkus will remain the CEO of Novian Systems, while Rimvydas Jančiauskas, who is currently the CEO of Elsis PRO, will be the Managing Director.

On completion of the merger, Novian Systems will assume the obligations of Elsis PRO. “We aim to make the transition to joint operation as smooth as possible so the process has minimum impact on ongoing projects,” Rimvydas Jančiauskas said, adding that there will be no major changes for customers or partners due to the merger.

It is planned during the merger to sharpen the business directions within the company by pooling competencies and adapting the organization’s structure accordingly. The merger is estimated to have a positive financial effect as it will enable optimisation of business processes and administrative costs.

Following the merger, Novian Systems’ portfolio of competencies will be augmented by Elsis PRO’s own expertise in artificial intelligence, intelligent data exchange and big data analytics. Novian Systems until now has focused on custom systems development, artificial intelligence, data analytics, big data, and process robotics, and has implemented nationwide and municipal projects as well as business analytics and process automation solutions.

Novian Systems and Elsis PRO had aggregated revenue of EUR 6.93 million in 2021, or 8.8% more than in 2020. Their EBITDA in 2021 was EUR 0.67 million and grew 0.7% compared to the previous year. Elsis PRO, established in 2004, joined the Novian group at the end of 2021, with 100% of its shares owned by Novian Systems following an acquisition.

The Novian software and IT infrastructure services group had aggregated revenue of EUR 25.8 million in 2021 which was 7.1% more than in 2020. The group’s EBITDA in 2021 was EUR 1.7 million and shrank 3.5% compared to 2020. Operating profit of EUR 0.81 million was down 18.3% year-on-year. The Novian group also includes the companies in the Novian Technologies area and Zissor.

The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail [email protected]