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Constellation Software (CSU)
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What stock do you wish you bought?
Constellation Software. It has performed fantastically, which is an understatement. It has all of the attributes we generally look for in a business. It looked expensive when we looked at it about five years ago. [The stock is up about 700 per cent since then and is now valued at about $12.4-billion]. I guess you could say we missed it.
Toronto, Canada, November 28, 2016 – Constellation Software Inc. (“Constellation”)
(TSX:CSU), today announced its wholly-owned subsidiary N. Harris Computer Corporation
(“Harris”) has acquired all of the shares of I.M.D. Soft Limited (“iMDsoft”) a leading
international clinical information systems software provider.
Jeff Bender, Chief Executive Officer of Harris, commented, “We continue to be impressed with
the product and market vision of the iMDsoft employees and believe they are a great addition to
the Harris healthcare family. This is a great opportunity to add a number of marquee
international customers as well as an established and proven sales distribution network. Harris
and iMDsoft share the same goals – enhancing quality of care for patients and improving the
financial performance of the hospital.”
Fiscal 2016
Revenue of between $170 million and $172 million; and,
Adjusted EBITDA of between $1 million and $3 million.
Fiscal 2017
Revenue of between $170 million and $180 million; and,
Adjusted EBITDA of between $15 million and $20 million.
TORONTO, Dec. 19, 2016 /CNW/ - Redknee Solutions Inc. ("Redknee" or the "Company") (TSX: RKN) announced today that it has received an unsolicited
offer from ESW Capital, LLC ("ESW Capital") and Wave Systems Corp. (the "ESW Capital Investor"), an affiliate of ESW Capital, for an alternative financing
transaction (the "ESW Capital Offer"). Under the ESW Capital Offer, Redknee would complete a private placement of 800,000 Series A Preferred Shares of the
Company (the "Preferred Shares") and a common share purchase warrant (the "ESW Capital Warrant") to the ESW Capital Investor for gross proceeds of
US$83.2 million. The Warrant would entitle the ESW Capital Investor to acquire a number of common shares (each a "Warrant Share") equal to US$60,000,000
divided by the exercise price per Warrant Share (the "Warrant Exercise Price"). The ESW Capital Warrant would be exercisable to acquire a number of Warrant
Shares that would result in fifty percent less dilution to Redknee shareholders as compared to the Constellation Warrant (defined below). Additionally, pursuant to
the ESW Capital Offer, (i) all or any part of the Preferred Shares will be redeemable by the Company from time to time without the payment of any redemption
premium in addition to accrued and unpaid dividends on the Preferred Shares, as is contemplated under the Constellation Agreement (defined below); and (ii) the
ESW Capital Investor would assume the obligation to pay the Constellation Termination Payment in the amount of US$3.2 million (described below) payable under
the terms of the Constellation Agreement, which payment would non-refundable and credited against ESW Capital Investor's obligation to pay the proceeds of
US$83.2 million to the Company on closing.
The Company's Board of Directors (the "Board") has, in good faith, unanimously determined, after receiving the advice of its financial advisors and outside
counsel, that the ESW Capital Offer constitutes a superior proposal within the meaning of the Constellation Agreement.
As previously announced by the Company on December 9, 2016, the Company entered into an agreement (the "Constellation Agreement") with Constellation
Software Inc. ("Constellation") and a subsidiary thereof (the "Constellation Investor") providing for an investment of US$80 million in Redknee. The Constellation
Agreement provides for a private placement of 800,000 Preferred Shares and a common share purchase warrant (the "Constellation Warrant") for gross
proceeds of US$80 million to the Constellation Investor. The Constellation Warrant would entitle the Constellation Investor to acquire a number of Warrant Shares
equal to US$120,000,000 divided by the Warrant Exercise Price. The Constellation Agreement provides that in the event that Redknee receives a competing
proposal that is considered to be superior by Redknee to the transaction contemplated by the Constellation Agreement, the Constellation Investor has the right to
offer to amend the Constellation Agreement such that the competing proposal is no longer a superior proposal within a 5 business day matching period. If the
Constellation Investor does not make such an offer, Redknee has a customary "fiduciary out" provisions that entitle Redknee to terminate the Constellation
Agreement and make the payment of a break free on termination (the "Constellation Termination Payment"), and enter into an agreement with the party having
made a superior proposal.
In accordance with the Constellation Agreement, Redknee has notified the Constellation Investor of the Board's determination that the ESW Capital Offer is a
superior proposal and that subject to the Constellation Investor's rights under the Constellation Agreement, it has determined to accept the ESW Capital Offer.
The Constellation Investor now has five business days, expiring at 11:59 p.m. on December 23, 2016 (the "Response Period"), during which it may choose to
make a proposal which it believes would cause the ESW Capital Offer to no longer constitute a superior proposal (a "Matching Proposal").
If Constellation and the Constellation Investor make a Matching Proposal and the Board determines in good faith, after consultation with its financial advisors and
outside counsel, that the ESW Capital Offer no longer constitutes a superior proposal, the Board will support an amended transaction with Constellation and the
Constellation Investor. Otherwise, following the expiry of the Response Period, the Company may terminate the Constellation Agreement, pay the Constellation
Termination Payment of US$3.2 million and execute an agreement (the "ESW Capital Agreement") with the ESW Capital Investor and ESW Capital in respect
of the ESW Capital Offer.
The ESW Capital Offer provides for, among other things, a non-solicitation covenant on the part of the Company, subject to a customary "fiduciary out" provision
that entitles the Company to consider and accept a superior proposal subject to the right of the ESW Capital Investor to match, over a period of two business
days, the superior proposal and the payment to the ESW Capital Investor of a termination payment of US$3.2 million.
En effet Phil, cette annonce démontre que la compagnie peut s'adapter et profiter des opportunités avec des partenaires locaux. Je n'ai pas accès à l'article du Globe and Mail au complet mais je doute des conclusions. Il y a des cycles mais il y aura beaucoup d'autres opportunités.
http://www.theglobeandmail.com/report-on-business/streetwise/constellation-softwares-strategy-for-growth-through-acquisition-finds-new-roadblocks/article33542774/
Globe says Constellation's strategy hits new roadblocks
2017-01-09 08:23 ET - In the News
Also In the News (C-RKN) Redknee Solutions Inc
The Globe and Mail reports in its Monday edition that over two decades, Constellation Software used a steady diet of acquisitions to become one of Canada's largest tech companies. The Globe's Andrew Willis writes that in recent months, Constellation's growth-by-deals strategy has stopped working. Activist investors and private-equity funds have become increasingly aggressive players in a sector Constellation used to dominate, and are outbidding it on takeover targets. In August, hedge fund Crescendo Partners forced Redknee Solutions to put itself up for sale. Constellation emerged as Redknee's white knight in early December, striking a friendly deal to invest $80-million (U.S.). However, private-equity fund ESW Capital offered to inject $83-million (U.S.), and Redknee decided this was the better option. Coming off its swing-and-miss at Redknee, Constellation stressed to analysts that it still sees plenty of takeover opportunities and forecasts up to $1.6-billion (Canadian) of acquisitions in the next five years. Mr. Willis says he is dubious. It is getting harder for Constellation to find targets at bargain prices. Equity valuations are already elevated in many sectors after an extended bull market.acquired cash).
million for the comparable period in 2015.