Copernic, Harris and Comamtech Announce Final Order Approving the Plan of Arrangement and Closing of Harris Transaction
November 04 2010 - 4:29PM
Marketwired
Copernic Inc. ("Copernic") (NASDAQ: CNIC), N. Harris Computer
Corporation ("Harris"), a wholly-owned subsidiary of Constellation
Software Inc. (TSX: CSU), and Comamtech Inc. ("Comamtech") jointly
announce the final order approving their previously announced plan
of arrangement (the "Plan of Arrangement") granted by the Ontario
Superior Court of Justice (Commercial List) on November 1, 2010
(the "Final Order"). The Plan of Arrangement was approved by
Copernic's shareholders at a special meeting held on October 25,
2010 (the "Shareholder Approval"). Following the Shareholder
Approval and the Final Order, the Plan of Arrangement has closed
and the shareholders of Copernic have become shareholders of
Comamtech, a newly incorporated corporation which (i) retained
certain non-operating assets of Copernic having a current net fair
market value as determined by Copernic of approximately US$2.80
million; and (ii) has received from Harris approximately US$4.4
million, with additional amounts payable by Harris (subject to
adjustment) as described in the management information circular of
Copernic dated September 27, 2010.
Copernic's certificates formerly representing its common shares
and the electronically traded shares now represent only the right
to exchange such shares for Comamtech shares. Pursuant to the Plan
of Arrangement, the Copernic common shares were deemed to be
exchanged on a one-for-one basis for common shares of Comamtech.
Harris is now the owner of all the newly issued and outstanding
shares of Copernic. Registered holders of Copernic common shares
should tender their Copernic share certificates and letters of
transmittal in exchange for certificates representing common shares
of Comamtech by the initial exchange date which has been set as
November 15, 2010. Electronically traded shares of Copernic are
expected to be automatically exchanged for shares of Comamtech on
November 15, 2010, subject to completion by Comamtech of certain
regulatory compliance procedures.
As previously announced on October 20, 2010, Comamtech has
entered into an agreement to acquire all of the outstanding shares
of DecisionPoint Systems, Inc. (OTC.BB: DNPI) ("DNPI"), in a
reverse take-over. The Comamtech reverse acquisition of DNPI is
expected to close prior to the end of the current calendar
year.
In connection with the Plan of Arrangement, a substitution
listing for Copernic has been filed by Comamtech with The NASDAQ
Stock Market ("Nasdaq"). Nasdaq has issued a response and
notification that as a result of the closing of the Plan of
Arrangement there remains only a "public shell" holding only cash
and non-operating assets. Nasdaq has stated that it will suspend
public trading of all shares as of November 15, 2010, and that it
will file further notice to the US Securities and Exchange
Commission to remove the publicly trading common stock from listing
on Nasdaq, unless an appeal is filed with the Nasdaq Listing
Qualifications Panel. Comamtech intends to file the appeal to the
delisting notice on the basis of the prospective acquisition of
DNPI. The appeal will stay the suspension and delisting through the
conclusion of the appeals process. Comamtech anticipates meeting
all of the Nasdaq listing qualifications requirements effective as
of the closing of the DNPI acquisition, however, there is no
guarantee or assurance that the appeal will succeed.
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 Toll Free: (877-289-4682 #1013 418-527-0528 #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
Copernic Inc. (MM) (NASDAQ:CNIC)
Historical Stock Chart
From May 2024 to Jun 2024
Copernic Inc. (MM) (NASDAQ:CNIC)
Historical Stock Chart
From Jun 2023 to Jun 2024