TORONTO, Oct. 20, 2020 --
Constellation Software Inc. (“Constellation”) (TSX:CSU) announced today that in
connection with its previously announced intention to explore opportunities for
a future public listing of the shares of Topicus.com Inc., Constellation has resolved
to pay a special dividend (the “Conditional Dividend”), conditional upon Constellation
receiving the Spin-Out Shares (defined below) on or prior to November 17, 2020 (the “Condition Precedent”).
If the Condition Precedent is
satisfied, the record date for Constellation shareholders entitled to receive
the Conditional Dividend is October 28, 2020 (the “Record Date”), and the
payment date will be determined and announced once the Condition Precedent is
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 subordinate voting shares of Topicus.com
Inc., TSS will be spun out of Constellation and will operate together with
Topicus as a separate publicly traded company. Pursuant to the spin-out,
Constellation is expected to receive subordinate voting shares of Topicus.com
Inc. (the “Spin-Out Shares”), and pursuant to the Conditional Dividend, provided
the Condition Precedent is satisfied, the shareholders of Constellation on the
Record Date will be entitled to receive, by way of a dividend-in-kind, 1.859817814
Spin-Out Shares for each common share of Constellation held.
On September 21, 2020, Topicus.com
Inc. filed a preliminary prospectus in connection with the proposed spin-out.
The spin out transaction and listing
is subject to approval of the TSX Venture Exchange and acceptance of a final
prospectus by the securities regulatory authorities.
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 (which includes the intention to pay the
Conditional Dividend if the Condition Precedent is satisfied). 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 software industry.
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
For further information, contact:
Jamal Baksh, Chief