Toronto, Canada – October 21, 2010: Constellation Software Inc. (“Constellation”) (TSX: CSU), announced today that it has entered into agreements with Bond International Software plc (“Bond” or the “Company”) (LSE: BDI) to acquire 8,225,641 voting and non-voting convertible treasury shares of the Company for 75p per share. These shares, combined with Constellation’s existing Bond shareholding, will raise its economic interest in Bond to 31% of the outstanding shares, and its voting interest to 22% of the outstanding voting shares. Bond will use the proceeds of the offering to purchase VCG, LLC. (“VCG”), one of Bond’s largest North American competitors. Constellation currently holds US$4.1 million of debentures in VCG, plus accrued interest, all of which will be repaid upon closing of this transaction.
Constellation will sign a standstill agreement as part of the transaction that precludes it from acquiring further voting shares of Bond for five years. Constellation has the right to appoint one director to the Bond board. Details of the agreements, including the conditions precedent that must be satisfied prior to the closing of the transaction can be found on the RNS website of the London Stock Exchange (https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).
Constellation President Mark Leonard stated, “Bond is the leading worldwide provider of software for the staffing industry. This is an inherently volatile software sector but we believe that over the long run it has attractive economics. We’d nearly always prefer to own 100% of a business. However, we sometimes encounter competent managers who are committed shareholders of their businesses. In those instances, we are happy to be a supportive long term shareholder, holding either a minority or majority stake. Steve Russell and his team are long term employees and significant shareholders of Bond. We look forward to having a front row seat and a meaningful economic stake as they continue to build a great business.”
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.
About Bond International Software
Bond International Software is a global provider of recruitment and human capital management (HCM) software and services.
Bond is the largest provider of specialist staffing software for recruitment agencies worldwide. It is a rapidly growing provider of web-based e-recruitment and talent management software to the corporate market and provides HR, recruitment, payroll software and bureau services directly to both the public and private sectors.
Established in 1973 and quoted on the AIM market of the London Stock Exchange since 1997, the company has consistently achieved financial growth and maximised investment in the development of technology and service provided to its international client base.
It has over 30 years’ experience in the development and creation of products and services that have become industry standards. Headquartered in the United Kingdom, the Group also has offices in the United States, Australia, Canada, South Africa and Hong Kong with a global team of over 400 employees and 3500 customers. Bond’s 3500 customers include some of the largest recruitment agencies in the world, some of the best known corporations and a large number of private sector organisations.
About Constellation Software Inc.
Constellation acquires, manages and builds vertical market software businesses that provide mission critical software solutions. Constellation’s common shares are listed on the Toronto Stock Exchange under the symbol “CSU”. Further information about Constellation may be obtained from the Company’s web site at www.csisoftware.com.
FOR MORE INFORMATION CONTACT:
Constellation Software
John Billowits
(416) 861-2279
info@csisoftware.com
www.csisoftware.com
Bond International Software Inc.
Bruce Morrison
+44 1903 707070
www.bondinternationalsoftware.com