Toronto, Canada – October 13, 2008 — Constellation Software Inc. (“Constellation”) (TSX:CSU) announced today its firm intention to make an offer, pursuant to Rule 2.5 of the UK City Code on Takeovers and Mergers (the “City Code”), to purchase all of the outstanding common shares of UK-based Gladstone PLC (“Gladstone”) for 25 pence per share (all amounts in GBP unless otherwise stated). Constellation owns 13.86 million Gladstone shares representing approximately 28.84 per cent of the issued ordinary share capital of Gladstone. There are approximately 40.3 million fully diluted shares that Constellation does not currently own which makes the offer worth approximately £8.98 million net of option exercise proceeds (assuming all in the money option holders accept the offer on a cash cancellation basis).
Gladstone is a provider of software solutions and services to the Health & Leisure and Education verticals. In the results for its financial year ended 31 August 2007, Gladstone had revenues of £9.2 million, profit before tax of £1.6 million, gross assets of £18.1 million and net assets of £12.8 million.
The offer will be contingent on a number of conditions, including obtaining acceptances by at least 50% of the issued share capital to which the offer relates. An offer document and form of acceptance will be sent to Gladstone shareholders as soon as is reasonably practicable, other than to non-UK Gladstone shareholders in the circumstances permitted under the City Code. The availability of the offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction.
Commenting on the Offer, Mark Leonard, President of Constellation said, “We believe the offer represents an attractive premium over recent trading levels. Gladstone’s strong presence in the UK leisure center market combined with CSI’s management expertise creates an attractive investment opportunity.”
About Constellation:
Constellation’s common shares are listed on the Toronto Stock Exchange under the symbol “CSU”. Constellation Software is an international provider of market leading software and services to a number of industries across both the public and private sectors. The Company acquires, manages and builds vertical market software businesses that provide mission¬-critical software solutions to address the specific needs of its customers in those industries.
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 results, performance or achievements of Constellation or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date hereof. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not 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 are made as of the date hereof and Constellation assumes no obligation to update any forward looking statements to reflect new events or circumstances.