Constellation Software Inc. Files Final Prospectus and Declares Dividend in Connection with Proposed Lumine Group Spin Out
07 February 2023 - 12:03PM
, February 6, 2023 -- As previously announced, on December 12,
2022, Constellation Software Inc.
(“
Constellation”) (TSX:CSU) and its subsidiary
Lumine Group Inc. (“
Lumine Group”), entered into a
binding agreement and plan of merger with WideOrbit Inc.
(“
WideOrbit”) to purchase 100% of the shares of
WideOrbit, a U.S.-based media vertical market software provider. In
connection with the anticipated closing of the acquisition and the
subsequent public listing of the subordinate voting shares of
Lumine Group, Lumine Group will be spun out of Constellation and
will operate as a separate publicly traded company. WideOrbit will
become a wholly owned subsidiary of Lumine Group and will operate
as an autonomous business unit within the Lumine Group’s portfolio
of companies.
Constellation announced today that it has filed
and obtained a receipt for a final prospectus with the securities
regulatory authorities in each of the provinces and territories of
Canada in connection with the proposed spin-out.
Constellation also announced today that it has
resolved to pay a special dividend (the
“Dividend”), pursuant to which all common
shareholders of record on February 16, 2023 (the “Record
Date”) will be entitled to receive, by way of a
dividend-in-kind, 3.0003833 subordinate voting shares of Lumine
Group (the “Spin-Out Shares”) for each common
share of Constellation held. The payment date for the Dividend is
expected to be on or about February 23, 2023. The common shares of
Constellation will commence trading on an ex-dividend basis at the
opening of markets on February 15, 2023.
The Spin-Out Shares have been conditionally
approved for listing on the TSX Venture Exchange, subject to Lumine
Group fulfilling all of the listing requirements. Trading of the
Spin-Out Shares on the TSX Venture Exchange is expected to begin
approximately 30 days following completion of the acquisition of
WideOrbit.
Forward Looking Statements
Certain statements herein may be “forward
looking” statements that involve known and unknown risks,
uncertainties and other factors that may cause the actual events to
be materially different from any future events expressed or implied
by such forward -looking statements. Words such as “may”, “will”,
“expect”, “believe”, “plan”, “intend”, “should”, “anticipate” and
other similar terminology are intended to identify forward looking
statements. Forward looking statements in this press release
include, but are not limited to, the intention of Lumine Group to
acquire WideOrbit, obtain a public listing of its shares, and the
intention to have Constellation and its current shareholders become
shareholders of Lumine Group. Such forward looking statements
involve significant risks and uncertainties, should not be read as
guarantees of future results, and will not necessarily be accurate
indications of whether or not such results will be achieved, or
when such results will be achieved. A number of factors could cause
actual results to vary significantly from the results discussed in
the forward looking statements. These forward looking statements
reflect current assumptions and expectations regarding future
events and are made as of the date hereof and Constellation assumes
no obligation, except as required by law, to update any forward
looking statements to reflect new events or circumstances.
About Lumine
Group
Lumine Group acquires, strengthens, and grows
vertical market software businesses in the Communications and Media
industry. Learn more at www.luminegroup.com.
About
WideOrbit
WideOrbit helps media companies do more business
by making it easier to buy and sell advertising. WideOrbit is the
system of record for more than $37 billion in advertising spend
annually. Say Hello to a Wider World with WideOrbit, the one
platform that ties everything together, from pitch to payment.
Doing more business in an evolving media landscape means doing less
paper-chasing, less chair-swiveling, and less data re-re-entry.
Only WideOrbit brings a Wider-World approach, providing the broader
capabilities, bigger insights, and better connections that media
companies need. That’s why so many industry leaders – including
NBCUniversal, Fox, Paramount, AMC Networks, Univision, Gray, and
Sinclair – have partnered with WideOrbit since 1999. WideOrbit is
headquartered in San Francisco. Learn more at
www.wideorbit.com.
About Constellation Software
Inc.
Constellation acquires, manages and builds
vertical market software businesses that provide mission-critical
software solutions.
For further information,
contact:
Constellation Software Inc.Jamal Baksh, Chief
Financial OfficerTel: (416) 861-9677jbaksh@csisoftware.com
www.csisoftware.com
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