Constellation Software and its subsidiary Lumine Group announced that they have entered into a binding agreement and plan of merger with WideOrbit Inc., 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 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.
Published first on TheFly
