Constellation Software Inc. (“Constellation”) (TSX:CSU) and its
subsidiary Lumine Group Inc. (“Lumine Group”) announced today that
they have entered into a binding agreement and plan of merger with
WideOrbit Inc. (“WideOrbit”), a U.S.-based media vertical market
software provider. Once the transaction is completed, WideOrbit
will become a wholly owned subsidiary within Lumine Group and will
operate as an autonomous business unit within the Lumine Group’s
portfolio of companies.
In addition, Constellation announced today that a preliminary
prospectus has been filed in all provinces and territories of
Canada in connection with the proposed distribution of the shares
of Lumine Group Inc. which entity is expected to be spun out of
Constellation and will operate as a separate publicly traded
company.
Under the proposed transaction structure, Constellation will
remain the majority shareholder of Lumine Group and will distribute
to the current Constellation shareholders, pro rata and by way of a
dividend-in-kind, nominal value subordinate voting shares of Lumine
Group. A record date for the distribution of the dividend-in-kind
will be set at a later date.
The spin out and listing are subject to the approval of the TSX
Venture Exchange and acceptance of a final prospectus by the
Canadian securities regulatory authorities.
The purchase of WideOrbit will be financed with funding from
Constellation and a banking partner. Consideration for the purchase
will be in the form of a cash payment plus the issuance to eligible
WideOrbit shareholders of 13.83% of the shares of Lumine Group (on
a fully diluted basis). Annual gross revenues of WideOrbit for 2021
were approximately $167M USD. WideOrbit employs approximately 450
employees. The acquisition of WideOrbit is currently expected to
close in Q1 2023, subject to the satisfaction of certain closing
conditions.
David Nyland, CEO of Lumine Group, commented: “Today’s news
marks the next step in Lumine Group’s journey towards building the
world's leading network of communications & media software
companies. Since our inception, our focus has been on building a
strong market share within the telecommunications industry, and
today we proudly count industry-leading companies within our
portfolio of companies. WideOrbit will accelerate Lumine Group’s
expansion into the media space, bringing a wealth of domain
knowledge, an experienced leadership team, and a customer ecosystem
we look forward to continue serving. We are excited to dive deeper
into the media space during this period of rapid innovation, and
partner with WideOrbit to assist us in navigating the ecosystem and
pursuing further acquisitions.”
Eric Mathewson, Founder & CEO of WideOrbit, commented:
“Lumine Group is the ideal partner to support WideOrbit’s continued
growth ambitions. Our partnership with Lumine will build on our
23-year legacy and contribute to a stronger future for the company,
our employees, and our valued clients. At a time when the media
advertising landscape is evolving and generating more demand, the
timing could not be more optimal. I look forward to what the future
holds for WideOrbit and Lumine Group.”
Mark Miller, Chairman of Lumine Group, CEO of Volaris Group, and
COO of Constellation, commented: “The Lumine Group team has built a
vibrant community of media and communications companies and this
latest acquisition brings new scale and reach to the group. Lumine
Group has a powerful combination of impressive leaders, innovative
products, and a skilled group of telecom and media professionals
who are constantly learning and improving. I am truly excited for
this next chapter of the Lumine Group story.”
Mark Leonard, President of Constellation, commented: “I look
forward to working with Eric. He and his team have built an
extraordinary business over the last 23 years. I hope their
knowledge will benefit all of Constellation’s operating groups.
WideOrbit will continue to operate as an autonomous company within
Lumine Group, building on their history as a market leader and
partner to leading broadcast and media companies. I look forward to
having CSI's long-term shareholders become long-term shareholders
of Lumine Group. I hope my grandkids are still holding Lumine
shares fifty years from now."
Forward Looking StatementsCertain 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, seek a public listing of its
shares, and the intention to have Constellation and its current
shareholders, and certain shareholders of WideOrbit 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 is a leading global acquirer of communications
& media software businesses. Lumine Group empowers businesses
to grow by providing an ecosystem with access to a network of
global, like-minded professionals, customers, and partners. Lumine
Group is an indirect subsidiary of Constellation Software Inc.
(TSX:CSU). Learn more at www.luminegroup.com and
via LinkedIn.
About Volaris Group
Volaris Group acquires, strengthens, and grows vertical market
technology companies. As an Operating Group of Constellation
Software Inc., Volaris is all about strengthening businesses within
the markets they compete, enabling them to grow – whether that
growth comes through organic measures such as new initiatives and
product development, day-to-day business, or through complementary
acquisitions. Learn more at www.volarisgroup.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 us since 1999.
WideOrbit is headquartered in San Francisco. Learn more at
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)
861-2279jbaksh@csisoftware.comwww.csisoftware.com
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