Constellation Software Inc. Files Final Prospectus and Declares Dividend in Connection with Proposed Lumine Group Spin Out
TORONTO, Feb. 06, 2023 (GLOBE NEWSWIRE) -- , February 6, 2023 -- As previously announced, on December 12, 2022, Constellation Software Inc. ("Constellation") (TSX:CSU) and its subsidiary Lumine Group Inc. ("Lumine Group"), entered into a binding agreement and plan of merger with WideOrbit Inc. ("WideOrbit") to purchase 100% of the shares of WideOrbit, a U.S.-based media vertical market software provider. In connection with the anticipated closing of the acquisition and the subsequent public listing of the subordinate voting shares of Lumine Group, Lumine Group will be spun out of Constellation and will operate as a separate publicly traded company. WideOrbit will become a wholly owned subsidiary of Lumine Group and will operate as an autonomous business unit within the Lumine Group's portfolio of companies. Constellation announced today that it has filed and obtained a receipt for a final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the proposed spin-out. Constellation also announced today that it has resolved to pay a special dividend (the "Dividend"), pursuant to which all common shareholders of record on February 16, 2023 (the "Record Date") will be entitled to receive, by way of a dividend-in-kind, 3.0003833 subordinate voting shares of Lumine Group (the "Spin-Out Shares") for each common share of Constellation held. The payment date for the Dividend is expected to be on or about February 23, 2023. The common shares of Constellation will commence trading on an ex-dividend basis at the opening of markets on February 15, 2023. The Spin-Out Shares have been conditionally approved for listing on the TSX Venture Exchange, subject to Lumine Group fulfilling all of the listing requirements. Trading of the Spin-Out Shares on the TSX Venture Exchange is expected to begin approximately 30 days following completion of the acquisition of WideOrbit. 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 Lumine Group to acquire WideOrbit, obtain a public listing of its shares, and the intention to have Constellation and its current shareholders become shareholders of Lumine Group. 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 Lumine Group Lumine Group acquires, strengthens, and grows vertical market software businesses in the Communications and Media industry. Learn more at www.luminegroup.com. About WideOrbit WideOrbit helps media companies do more business by making it easier to buy and sell advertising. WideOrbit is the system of record for more than $37 billion in advertising spend annually. Say Hello to a Wider World with WideOrbit, the one platform that ties everything together, from pitch to payment. Doing more business in an evolving media landscape means doing less paper-chasing, less chair-swiveling, and less data re-re-entry. Only WideOrbit brings a Wider-World approach, providing the broader capabilities, bigger insights, and better connections that media companies need. That's why so many industry leaders - including NBCUniversal, Fox, Paramount, AMC Networks, Univision, Gray, and Sinclair - have partnered with WideOrbit since 1999. WideOrbit is headquartered in San Francisco. Learn more at www.wideorbit.com. 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 OfficerTel: (416) 861-9677jbaksh@csisoftware.comwww.csisoftware.com COMTEX_423976524/2010/2023-02-06T20:03:02 TORONTO, Feb. 06, 2023 (GLOBE NEWSWIRE) -- , February 6, 2023 -- As previously announced, on December 12, 2022, Constellation Software Inc. ("Constellation") (TSX:CSU) and its subsidiary Lumine Group Inc. ("Lumine Group"), entered into a binding agreement and plan of merger with WideOrbit Inc. ("WideOrbit") to purchase 100% of the shares of WideOrbit, a U.S.-based media vertical market software provider. In connection with the anticipated closing of the acquisition and the subsequent public listing of the subordinate voting shares of Lumine Group, Lumine Group will be spun out of Constellation and will operate as a separate publicly traded company. WideOrbit will become a wholly owned subsidiary of Lumine Group and will operate as an autonomous business unit within the Lumine Group's portfolio of companies. Constellation announced today that it has filed and obtained a receipt for a final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the proposed spin-out. Constellation also announced today that it has resolved to pay a special dividend (the "Dividend"), pursuant to which all common shareholders of record on February 16, 2023 (the "Record Date") will be entitled to receive, by way of a dividend-in-kind, 3.0003833 subordinate voting shares of Lumine Group (the "Spin-Out Shares") for each common share of Constellation held. The payment date for the Dividend is expected to be on or about February 23, 2023. The common shares of Constellation will commence trading on an ex-dividend basis at the opening of markets on February 15, 2023. The Spin-Out Shares have been conditionally approved for listing on the TSX Venture Exchange, subject to Lumine Group fulfilling all of the listing requirements. Trading of the Spin-Out Shares on the TSX Venture Exchange is expected to begin approximately 30 days following completion of the acquisition of WideOrbit. 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 Lumine Group to acquire WideOrbit, obtain a public listing of its shares, and the intention to have Constellation and its current shareholders become shareholders of Lumine Group. 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 Lumine Group Lumine Group acquires, strengthens, and grows vertical market software businesses in the Communications and Media industry. Learn more at www.luminegroup.com. About WideOrbit WideOrbit helps media companies do more business by making it easier to buy and sell advertising. WideOrbit is the system of record for more than $37 billion in advertising spend annually. Say Hello to a Wider World with WideOrbit, the one platform that ties everything together, from pitch to payment. Doing more business in an evolving media landscape means doing less paper-chasing, less chair-swiveling, and less data re-re-entry. Only WideOrbit brings a Wider-World approach, providing the broader capabilities, bigger insights, and better connections that media companies need. That's why so many industry leaders - including NBCUniversal, Fox, Paramount, AMC Networks, Univision, Gray, and Sinclair - have partnered with WideOrbit since 1999. WideOrbit is headquartered in San Francisco. Learn more at www.wideorbit.com. 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 OfficerTel: (416) 861-9677jbaksh@csisoftware.comwww.csisoftware.com COMTEX_423976524/2010/2023-02-06T20:03:02
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