Constellation Software Inc. Declares Conditional Dividend in Connection with Proposed Topicus.com Spin Out
October 20 2020 - 8:26PM
Constellation Software Inc. (“Constellation”) (TSX:CSU) announced
today that in connection with its previously announced intention to
explore opportunities for a future public listing of the shares of
Topicus.com Inc., Constellation has resolved to pay a special
dividend (the “Conditional Dividend”), conditional upon
Constellation receiving the Spin-Out Shares (defined below) on or
prior to November 17, 2020 (the “Condition Precedent”).
If the Condition Precedent is satisfied, the
record date for Constellation shareholders entitled to receive the
Conditional Dividend is October 28, 2020 (the “Record Date”), and
the payment date will be determined and announced once the
Condition Precedent is satisfied.
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 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. Pursuant to the spin-out,
Constellation is expected to receive subordinate voting shares of
Topicus.com Inc. (the “Spin-Out Shares”), and pursuant to the
Conditional Dividend, provided the Condition Precedent is
satisfied, the shareholders of Constellation on the Record Date
will be entitled to receive, by way of a dividend-in-kind,
1.859817814 Spin-Out Shares for each common share of Constellation
held.
On September 21, 2020, Topicus.com Inc. filed a
preliminary prospectus in connection with the proposed
spin-out.
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 (which includes the intention to pay the Conditional
Dividend if the Condition Precedent is satisfied). 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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