Constellation Software Announces Secondary Offering of its Common Shares
TORONTO, ONTARIO--March 13, 2012 - Constellation Software Inc. ("Constellation" or the "Company") (TSX:CSU) announced today that Constellation Software and its principal shareholder, OCP CSI Investment Holdings Inc. ("OMERS Private Equity"), have entered into an agreement with RBC Capital Markets and BMO Capital Markets (collectively the "Underwriters") pursuant to which OMERS Private Equity has agreed to sell, and the Underwriters have agreed to purchase, on a bought deal basis, 1,715,000 of the Constellation Software common shares held by OMERS Private Equity at an offering price of $87.50 per share. In addition, OMERS Private Equity has granted the Underwriters an over-allotment option, exercisable for a period of 30 days from closing, to purchase up to an additional 257,250 of its common shares, representing 15% of the shares sold by OMERS Private Equity. After giving effect to this offering, but before giving effect to the over-allotment option, OMERS Private Equity will own 5,581,277 common shares of the Company (or shares convertible into common shares of the Company), representing approximately 26.3% of the outstanding common shares of the Company (on a fully diluted basis). Constellation Software will not receive any proceeds from this offering.
A preliminary short-form prospectus relating to the offering will be filed shortly with Canadian securities regulatory authorities. Closing of the offering is expected to occur on or about April 2nd, 2012 and is subject to certain conditions, including the approval of the Canadian securities regulatory authorities.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation of sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom. Any public offering of the securities in the United States may only be made by means of a prospectus containing detailed information about the Company and its management as well as financial statements.
About Constellation Software Inc.
Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation Software is an international provider of market leading software and services to a number of industries across both the public and private sectors. The Company acquires, manages and builds vertical market software businesses that provide mission-critical software solutions to address the specific needs of its customers in those industries.
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. 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 reflect current assumptions and expectations regarding future events and operating performance 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.