Copernic Obtains Interim Court Order for Plan of Arrangement
01 October 2010 - 4:53AM
Marketwired
Copernic Inc. ("Copernic") (NASDAQ: CNIC) announced that the
Ontario Superior Court of Justice (Commercial List) has issued an
interim order authorizing Copernic to, among other things, call a
special meeting of its shareholders (the "Special Meeting") to
consider and, if deemed advisable, pass a special resolution
approving a proposed plan of arrangement (the "Plan of
Arrangement"). On August 25, 2010, Copernic and N. Harris Computer
Corporation ("Harris") jointly announced that they had entered into
an arrangement agreement with Comamtech Inc. ("Comamtech"), a newly
incorporated corporation, with respect to an arrangement pursuant
to which Copernic will ultimately be acquired and taken private by
Harris and current shareholders of Copernic will become
shareholders of Comamtech, which shall retain certain non-operating
assets of Copernic.
The Special Meeting to approve the Plan of Arrangement will be
held at 10:00 a.m. (EDT) on October 25, 2010, at the offices of
Fasken Martineau DuMoulin LLP, in boardroom number 5, at 800 Place
Victoria, 37th Floor, Montreal, Quebec, Canada, H4Z 1E9. The record
date for determining the holders of common shares of Copernic that
will be entitled to receive notice of and to vote at the Special
Meeting is September 25, 2010. The special resolution approving the
Plan of Arrangement must be approved by not less than two-thirds of
the votes cast by shareholders represented in person or by proxy at
the Special Meeting. Copernic's board of directors has unanimously
recommended that holders of Copernic common shares vote in favour
of the Plan of Arrangement.
The Notice of Special Meeting, Management Information Circular,
Form of Proxy and Letter of Transmittal with respect to the Plan of
Arrangement are expected to be mailed to holders of common shares
of Copernic this week. Copies of these documents will also be
available on SEDAR at www.sedar.com.
About Copernic Inc.
Copernic Inc. specializes in developing, marketing and selling
cutting-edge search technology, providing innovative home and
business software products and solutions for desktop, web and
mobile users, through its online properties, including
www.mycopernic.com and www.copernic.com. With its award winning
Copernic Desktop Search® software search engine product, Copernic
brings the power of a sophisticated, yet easy-to-use search engine
to the user's PC. More information can be found at
www.copernic.com.
About N. Harris Computer Corporation
Harris is a wholly owned subsidiary of Constellation Software
Inc. ("Constellation") and is a leading provider of financial
management and Customer Information Systems (CIS) software
solutions. Since 1976, Harris has focused on providing feature-rich
and robust turnkey solutions to all levels of local government,
public power and water entities as well as school districts
throughout North America. Harris' focus is on creating long-term
relationships with our customers and ensuring that we meet the
changing needs of our customers over time. For further information
on Harris Computer Systems, please visit our website at
http://www.harriscomputer.com, or call 888-847-7747.
About Constellation Software Inc.
Constellation acquires, manages and builds vertical market
software businesses that provide mission critical software
solutions. Constellation's common shares are listed on the Toronto
Stock Exchange under the symbol "CSU". Further information about
Constellation may be obtained from the Company's
web site at www.csisoftware.com.
Statements contained in this press release, which are not
historical facts, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and
uncertainties that can cause actual outcomes to differ materially
from plans, projections, expectations and other anticipated
results. Some of these risks and uncertainties are detailed in the
Company's filings with the U.S. Securities and Exchange Commission
and the Ontario Securities Commission. The Company expressly
disclaims an intent or obligation to update any description of the
scope, focus or subject matter of the forward-looking statements or
any other matters contained in this press release except as
otherwise required by law.
Contacts: Copernic Inc. Marc Ferland President and Chief
Executive Officer 418-527-0528 #1013 or Toll Free: 877-289-4682
#1013 mferland@copernic.com www.copernic.com N. Harris Computer
Corporation Bryce Cooper, Executive Vice President Harris Computer
Systems 613-226-5511 ext 2132 bcooper@harriscomputer.com
www.harriscomputer.com Constellation Software Inc. John Billowits
Chief Financial Officer 416-861-2279 info@csisoftware.com
www.csisoftware.com
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