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Constellation Software Inc. Reaches Agreement to Acquire Assets of MAXIMUS’ Justice, Education and Asset Solutions Businesses

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Toronto, Canada, September 23, 2008 — Constellation Software Inc. (“Constellation”) (TSX:CSU) announced today that it has signed an asset purchase agreement with MAXIMUS Inc. (“MAXIMUS”) (NYSE:MMS), a leading provider of government services, for the purchase of the company’s Justice, Education, and Asset Solutions businesses.

The transaction is expected to close on September 30, 2008. Total consideration for the transaction is US$40 million, including a US$35 million cash payment due at closing and a US$5 million holdback payment payable one year after closing, subject to purchase price adjustment and claims on representations and warranties. Constellation will also assume certain contingent liabilities of MAXIMUS which may exceed 50% of the purchase price. The acquisition is subject to certain conditions typical to transactions of this nature.

“This acquisition provides us complementary software and technology in Justice, Education and Asset Management,” said Mark Miller, Chief Operating Officer, Constellation Software. “We anticipate that the successful closure of this acquisition will bring added value to customers and will benefit employees and shareholders.”

Commented Richard Montoni, Chief Executive Officer of MAXIMUS: “We believe this divestiture represents an all around win for MAXIMUS, Constellation, and the employees and clients of both companies. Constellation possesses substantial domain expertise in these specific markets, has a long-standing record of successful software implementations and is best positioned to leverage the core capabilities and opportunities of the intellectual property they are acquiring. We would like to thank the employees of these businesses for their long-standing commitment and dedication to MAXIMUS and we wish them well as part of Constellation.”

About MAXIMUS

MAXIMUS is one of America’s leading government services companies devoted to providing program management, consulting and information technology services. The Company has more than 6,000 employees located in more than 220 offices in the United States, Canada and Australia. Additionally, MAXIMUS is included in the Russell 2000 Index and the S&P SmallCap 600 Index.

About Constellation Software Inc.

Constellation Software Inc.’s common shares are listed on the Toronto Stock Exchange under the symbol “CSU”. Constellation 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.

 

 

September 23rd 2008

September 22, 2008