Toronto, Ontario – June 30, 2016 – Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its firm intention to make a cash offer through a wholly owned subsidiary for all the issued share capital of Bond that Constellation and parties acting in concert with Constellation (the “CSI Group”) do not currently own at a price of £1.05 per ordinary share. The offer values the existing issued ordinary share capital of Bond at approximately £44 million in aggregate.
The CSI Group collectively own 12,475,911 Bond Shares representing approximately 29.6 per cent of the existing issued ordinary share capital of Bond. In addition the CSI Group owns 100% of the non-voting convertible shares outstanding in Bond.
The offer, which will be formally made within 28 days, is conditional upon, amongst other things:
- CSI Group receiving valid acceptances (which have not been withdrawn) in respect of Bond shares such that the CSI Group shall have acquired or be entitled to acquire Bond shares carrying in aggregate, more than 90 per cent (or such lower percentage as CSI may, subject to the approval of the UK Takeover Panel, decide) of the voting rights then normally exercisable at general meetings of Bond; and
- Bond not entering into a binding commitment (whether unconditional or where all conditions have been fulfilled) to dispose of all or substantially all of the assets of (i) its HR and Payroll Software and Services Division; and/or (ii) its Recruitment Software Division.
About Constellation Software Inc.
Constellation Software acquires, manages and builds vertical market software businesses.
Contact:
Constellation Software Inc.
Jamal Baksh, Chief Financial Officer
Tel: (416) 861-9677
jbaksh@csisoftware.com
www.csisoftware.com