Constellation Software Inc.
TSX : CSU

Constellation Software Inc.

August 25, 2010 17:35 ET

Constellation Software Inc.: N. Harris Computer Corporation and Copernic Enter Into an Arrangement Agreement

TORONTO, ONTARIO--(Marketwire - Aug. 25, 2010) - N. Harris Computer Corporation ("Harris"), a wholly-owned subsidiary of Constellation Software Inc. (TSX:CSU), and Copernic Inc. ("Copernic") (NASDAQ:CNIC) jointly announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") with Comamtech Inc. ("Comamtech"), a newly incorporated corporation, with respect to an arrangement (the "Arrangement") pursuant to which Copernic will ultimately be acquired and taken private by Harris and current shareholders of Copernic will become shareholders of Comamtech, which shall retain certain assets of Copernic. The transactions outlined in the Arrangement Agreement, subject to certain customary conditions, are expected to close by the end of October, 2010. Please note that all dollar amounts referred to in this press release are U.S. Dollars unless otherwise stated.

The purchase price to be paid by Harris to Comamtech for the shares of Copernic is equal to $7,200,000 payable as to $5,700,000 at closing, with an additional $1,500,000 payable on the 18th month anniversary of the closing. The initial payment at closing will be subject to an initial price adjustment whereby it will be decreased on a dollar for dollar basis by the amount that the cash balances of Copernic at closing are less than $2,500,000. In addition, Harris has agreed to pay an earn-out in the maximum aggregate amount of $400,000, based on certain net sales revenues and software license bench marks. Furthermore, the Arrangement Agreement provides for closing adjustment provisions based on whether the net tangible assets of Copernic are greater than or less than $2,500,000, which threshold will be decreased if the cash balances of Copernic are less than $2,500,000 at closing.

Pursuant to the Arrangement Agreement, Copernic has agreed to pay Harris a termination fee of $500,000 in certain circumstances if the proposed Arrangement is not completed. Harris, likewise, has agreed to pay Copernic a termination fee of $500,000 in the event of a material breach or non-performance by Harris of its obligations under the Arrangement Agreement.

About N. Harris Computer Corporation

Harris is a wholly owned subsidiary of Constellation and is a leading provider of financial management and Customer Information Systems (CIS) software solutions. Since 1976, Harris has focused on providing feature-rich and robust turnkey solutions to all levels of local government, public power and water entities as well as school districts throughout North America. Harris' focus is on creating long-term relationships with our customers and ensuring that we meet the changing needs of our customers over time. For further information on Harris Computer Corporation, please visit our website at http://www.harriscomputer.com, or call 888-847-7747.

About Constellation Software Inc.

Constellation acquires, manages and builds vertical market software businesses that provide mission critical software solutions. Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Further information about Constellation may be obtained from the Company's web site at www.csisoftware.com.

About Copernic Inc.

Copernic Inc. specializes in developing, marketing and selling cutting-edge search technology, providing innovative home and business software products and solutions for desktop, web and mobile users, through its online properties, including www.mycopernic.com and www.copernic.com. With its award winning Copernic Desktop Search® software search engine product, Copernic brings the power of a sophisticated, yet easy-to-use search engine to the user's PC. More information can be found at www.copernic.com.

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