Constellation Software Inc. (TSX: CSU) (“Constellation” or the “Company”) today announced that it is considering making a cash offer (either itself or through a wholly owned subsidiary) for all the issued share capital of Bond International Software plc (“Bond”) that Constellation does not currently own at a price of 105 pence per ordinary share. Bond provides staffing and talent management software to clients in the United Kingdom.
Constellation’s wholly owned subsidiary Trapeze ITS Luxembourg SARL is the largest shareholder in Bond, holding a total of 11,510,911 shares representing 27.3% of Bond’s issued ordinary share capital. Mark Leonard, President of Constellation, owns 965,000 of Bond’s issued ordinary shares. In addition, Constellation, through Trapeze ITS Luxembourg SARL, owns 100% of the 570,230 non-voting convertible shares outstanding in Bond.
A further announcement will be made as and when appropriate. This announcement was released without the approval of Bond, and there can be no certainty that any formal offer for Bond will be forthcoming, nor as to the terms of any such formal offer. In accordance with Rule 2.6(a) of the UK City Code on Takeovers and Mergers (the “City Code”), Constellation must, by not later than 5.00 p.m. on 1 July 2016, either announce a firm intention to make an offer for Bond in accordance with Rule 2.7 of the City Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the City Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the City Code.
About Constellation Software Inc.
Constellation Software acquires, manages and builds vertical market software businesses that provide mission-critical software solutions.
Constellation Software Inc.
Jamal Baksh, Chief Financial Officer
Tel: (416) 861-2279