Constellation to spin out Lumine in combination with US $490M WideOrbit acquisition

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By CPE News

CPE News (12.12.2022) – Constellation Software Inc. (TSX: CSU) has filed a preliminary prospectus for the spin out Lumine Group Inc. for listing on the TSX Venture Exchange (TSX-V), by way of Dividend-in-Kind distribution.

Lumine Group Inc. is a new incorporated Ontario company and an indirect wholly-owned subsidiary of Constellation Software Inc. (CSI)

Lumine Group business will be comprised of (i) what is currently the Lumine portfolio of companies of Volaris Group Inc. of CSI, and the business carried on by
WideOrbit Inc., a San Francisco, California based media vertical market software provider.

Prior to the distribution to the CSI shareholders, Lumine Group and certain other subsidiaries of CSI will enter into a series of transactions, which includes the consolidation of the Lumine Portfolio with Lumine Group (Holdings) Inc., to the extent not already owned directly or indirectly by Lumine Holdings, and the issuance of the Spin-Out shares and preferred shares by Lumine Group to Trapeze, an indirect wholly-owned subsidiary of CSI, in exchange for the interests in Lumine Holdings. Trapeze will distribute the Spin-Out shares to Volaris Group Inc., an indirect wholly-owned subsidiary of CSI, as a dividend-in-kind, and Volaris will in turn distribute the Spin-Out shares to CSI as a dividend-in-kind. CSI will then distribute, as a special dividend, the Spin-Out shares (being all of the Subordinate Voting Shares held by CSI subject to rounding down to eliminate fractional shares) to CSI shareholders as of the record date at a ratio of 3.0003833 Spin-Out shares for every one CSI Common Share
held by a CSI Shareholder.

Lumine Group will acquire WideOrbit Inc. for a gross purchase price of US $490 million.

WideOrbit has been backed by Mayfield Ventures, Khosla Ventures, Greycroft, Hearst Ventures and others.

Following the Spin-Out and WideOrbit acquisition, CSI will indirectly own a 61.05% interest Lumine Group and the CSI shareholders will own a 25.12% interest on a fully-diluted basis. The remaining 13.83% interest will collectively be owned by Eric Mathewson and certain rollover investors.

Upon completion of the Pre-Closing Reorganization, the Spin-Out and the acquisition, Lumine Group will have 63,582,712 Subordinate Voting Shares, one Super Voting Share, 63,582,712 Preferred Shares and 10,204,294 Special Shares outstanding.

Lumine Group will have three operating groups, two primarily operating in the communications vertical and, after completion of the acquisition, the media operating group.

photo credit: WideOrbit