Constellation Software Inc. Files Preliminary Prospectus in Connection with Proposed Topicus.com Spin Out
September 21 2020 - 6:37PM
Constellation Software Inc. (“Constellation”) (TSX:CSU) announced
today that a preliminary prospectus has been filed in all provinces
and territories of Canada in connection with its previously
announced intention to explore opportunities for a future public
listing of the shares of Topicus.com Inc.
On May 20, 2020, Constellation, 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 public listing of
the Topicus.com Inc. shares, TSS will be spun out of Constellation
and will operate together with Topicus as a separate publicly
traded company.
Under the proposed transaction structure, Constellation will
remain a significant shareholder of Topicus.com and the current
Constellation shareholders will be entitled to receive, pro rata
and by way of a dividend-in-kind, subordinate voting shares in
Topicus.com Inc. A record date for the distribution of the
dividend-in-kind will be set at a later date.
The spin out transaction and listing is subject to approval of
the TSX Venture Exchange and acceptance of a final prospectus by
the securities regulatory authorities.
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 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. 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) 861-2279
jbaksh@csisoftware.com
www.csisoftware.com
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