Constellation Software Inc.

Constellation Software Inc.

April 02, 2012 09:19 ET

Constellation Software Announces Closing of Secondary Offering of Its Common Shares and Exercise in Full of Over-Allotment Option

TORONTO, ONTARIO--(Marketwire - April 2, 2012) -


This release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or for dissemination in the United States.

Constellation Software Inc. ("Constellation" or the "Company") (TSX:CSU) announced today that Constellation and its principal shareholder, OCP CSI Investment Holdings Inc. ("OMERS Private Equity"), have completed the previously announced secondary offering (the "Offering") pursuant to which OMERS Private Equity sold to a syndicate of underwriters, on a bought deal basis, 1,972,250 of the Constellation common shares held by OMERS Private Equity at a price of $87.50 per share, including the exercise, in full, of the over-allotment option granted to the underwriters. OMERS Private Equity received gross proceeds of approximately $173 million from the Offering. Constellation did not receive any proceeds from the Offering.

After giving effect to the Offering, OMERS Private Equity owns 5,324,027 common shares of the Company (or shares convertible into common shares of the Company), representing approximately 25.1% of the outstanding common shares of the Company on a fully diluted basis. The underwriting syndicate was led by RBC Capital Markets and BMO Capital Markets and included CIBC, National Bank Financial, Scotiabank and TD Securities.

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

Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation 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.

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