Constellation Software Inc. Files Final Prospectus and Declares Dividend in Connection with Proposed Topicus.com Spin Out
December 18 2020 - 4:42PM
As previously announced, on May 20, 2020, Constellation Software
Inc. (“Constellation”) (TSX:CSU), acting through its TSS operating
group and its subsidiary TPCS Holding B.V., entered into a binding
agreement with IJssel B.V. to purchase 100% of the shares of
Topicus.com B.V. (“Topicus”), a Netherlands-based diversified
vertical market software provider. In connection with the
anticipated closing of the acquisition and the subsequent public
listing of the subordinate voting shares of Topicus.com Inc., TSS
will be spun out of Constellation and will operate together with
Topicus as a separate publicly traded company.
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 December 28, 2020 (the
“Record Date”) will be entitled to receive, by way of a
dividend-in-kind, 1.859817814 subordinate voting shares of
Topicus.com Inc. (the “Spin-Out Shares”) for each common share of
Constellation held. The payment date for the Dividend is expected
to be on or about January 4, 2021. As both December 25 and 28, 2020
are statutory holidays in Canada, the common shares of
Constellation will commence trading on an ex-dividend basis at the
opening of markets on December 23, 2020.
The Spin-Out Shares have been conditionally
approved for listing on the TSX Venture Exchange, subject to
Topicus.com Inc. 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 Topicus.
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 Topicus.com Inc. to explore opportunities for a future
public listing of its shares, and the intention to have
Constellation and its current shareholders become shareholders of
Topicus.com Inc. 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 Total Specific Solutions
TSS is one of Constellation’s six Operating
Group companies, based in the Netherlands and solely focused on the
European vertical market software industry.
About Topicus
Topicus is a Netherlands based leader in
building and running smart vertical market software since 2001.
Their focus is on innovation through vertical market integration.
Topicus connects organizations, professionals and end users within
and across the vertical markets of education, healthcare,
municipalities and financial services.
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 Officer Tel: (416) 861-9677 jbaksh@csisoftware.com
www.csisoftware.com
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