TORONTO, September 21, 2020 -- Constellation Software Inc.
(“Constellation”) (TSX:CSU) announced today that a preliminary prospectus has
been filed in all provinces and territories of Canada in connection with its
previously announced intention to explore opportunities for a future public
listing of the shares of Topicus.com Inc.
On May 20, 2020, Constellation, acting through its TSS
operating group and its subsidiary TPCS Holding B.V., entered into a binding
agreement with IJssel B.V. to purchase 100% of the shares of Topicus.com B.V.
(“Topicus”), a Netherlands-based diversified vertical market software provider.
In connection with the anticipated closing of the acquisition and the public
listing of the Topicus.com Inc. shares, TSS will be spun out of Constellation
and will operate together with Topicus as a separate publicly traded company.
Under the proposed transaction structure, Constellation will
remain a significant shareholder of Topicus.com and the current Constellation
shareholders will be entitled to receive, pro rata and by way of a dividend-in-kind,
subordinate voting shares in Topicus.com Inc. A record date for the
distribution of the dividend-in-kind will be set at a later date.
The spin out transaction and listing is subject to approval of
the TSX Venture Exchange and acceptance of a final prospectus by the securities
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 events to be materially different from any future events
expressed or implied by such forward-looking statements. Words such as “may”,
“will”, “expect”, “believe”, “plan”, “intend”, “should”, “anticipate” and other
similar terminology are intended to identify forward looking statements.
Forward looking statements in this press release include, but are not limited
to, the intention of Topicus.com to explore opportunities for a future public
listing of its shares, and the intention to have Constellation and its current
shareholders become shareholders of Topicus.com. Such forward looking
statements involve significant risks and uncertainties, should not be read as
guarantees of future results, and will not necessarily be accurate indications
of whether or not such results will be achieved, or when 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 reflect current assumptions and expectations regarding
future events and are made as of the date hereof and Constellation assumes no
obligation, except as required by law, to update any forward looking statements
to reflect new events or circumstances.
About Total Specific Solutions
TSS is one of Constellation’s six Operating Group companies,
based in the Netherlands and solely focused on the European vertical market
Topicus is a Netherlands based leader in building and running
smart vertical market software since 2001. Their focus is on innovation through
vertical market integration. Topicus connects organizations, professionals and
end users within and across the vertical markets of education, healthcare, municipalities
and financial services.
About Constellation Software Inc.
Constellation acquires, manages and builds vertical market
software businesses that provide mission-critical software solutions.
For further information, contact:
Constellation Software Inc.
Jamal Baksh, Chief Financial Officer
Tel: (416) 861-2279