| By Marketwire . | Article Rating: |
|
| November 7, 2012 01:47 PM EST | Reads: |
301 |
TORONTO, ONTARIO and EASLEY, SOUTH CAROLINA -- (Marketwire) -- 11/07/12 -- Constellation Software Inc. ("Constellation") (TSX:CSU) and Computer Software Innovations, Inc. ("CSWI") (OTCBB:CSWI) today jointly announced that Constellation's subsidiary, N. Harris Computer Corporation ("Harris"), has successfully completed its tender offer for the outstanding shares of common and preferred stock of CSWI.
The tender offer expired as scheduled at 12:00 midnight, New York City time, at the end of Tuesday, November 6, 2012, and was not extended. The depositary for the offer has advised Harris that as of the expiration time, a total of approximately 12,382,907 CSWI shares were validly tendered in the offer and not withdrawn (including approximately 715,684 shares delivered through notices of guaranteed delivery), representing approximately 85.6% of the outstanding common stock and 100% of the outstanding preferred stock of CSWI. All shares that have been validly tendered and not withdrawn have been accepted for purchase, and payment for such shares will be made promptly in accordance with the terms of the tender offer and merger agreement at the offer price of $1.10 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
Harris expects to complete the acquisition of CSWI promptly through a "short-form" merger of a wholly-owned subsidiary with and into CSWI, with CSWI as the surviving corporation. Pursuant to the terms and conditions of the merger agreement, Harris will exercise its "top-up" option to purchase directly from CSWI an additional number of shares for $1.10 per share (the same per share price paid in the tender offer) so that Harris owns at least 90% of the outstanding shares of CSWI common stock, which will allow Harris to complete and close the merger without a vote or meeting of CSWI's stockholders through the "short-form" merger provisions of Delaware law.
In the merger, each outstanding CSWI share not tendered and purchased in the offer (other than those as to which holders properly exercise dissenters rights, if any) will be converted into the right to receive the same $1.10 per share in cash that was paid in the tender offer, without interest and less any applicable withholding taxes. As a result of the merger, CSWI will become a wholly-owned subsidiary of Harris. Following the merger, CSWI's common stock will cease to be quoted on the OTC Bulletin Board.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of CSWI.
About Constellation Software Inc.
Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation Software 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. Further information about Constellation may be obtained from its website at www.csisoftware.com.
About N. Harris Computer Corporation
Harris is a leading provider of financial management and Customer Information Systems (CIS) software solutions. Since 1976, Harris has focused on providing feature-rich and robust turnkey solutions to Public Sector, Schools, Utility, and Healthcare agencies throughout North America. Harris' focus is on creating long-term relationships with its customers and ensuring that it meets the changing needs of its customers over time. Further information about Harris may be obtained from its website at www.harriscomputer.com.
About Computer Software Innovations, Inc.
CSWI is a provider of Financial Software Solutions to the public sector market. The CSWI software solutions have established CSWI as a major software provider to school districts and local governments in the southeastern United States. CSWI offers a fully integrated suite of software products from financials and human resources to revenues and citizen services.
CSWI also provides Technology Solutions and Cloud Services, focused primarily on the public sector market, particularly K-12 education. Its Technology Solution division delivers classroom and enterprise solutions including borderless networks, datacenter and virtualization, physical security and infrastructure, video collaboration and instructional technologies while also providing Hosted Voice, Hosted Email and Identity Management solutions.
More information about CSWI is available at www.csioutfitters.com.
Forward-Looking Statements
This press release contains forward-looking statements that are not historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those described. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements in this press release include statements regarding the anticipated timing of payments; statements regarding the expected timing of the completion of the transaction and merger; statements regarding the expected cessation of CSWI's common stock being quoted on the OTC Bulletin Board; and any statements of assumptions underlying any of the foregoing. All forward-looking statements are based largely on current expectations and beliefs concerning future events, approvals and transactions that are subject to substantial risks and uncertainties. Factors that may cause or contribute to the actual results or outcomes being different from those contemplated by forward-looking statements include: risks and uncertainties associated with the tender offer, including uncertainties as to the timing of the merger, and the possibility that various closing conditions for the transaction may not be satisfied or waived. These forward-looking statements speak only as of the date of this communication and none of Constellation, Harris or CSWI assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or developments or otherwise, except as required by law.
Contacts:
Harris Computer Systems
Jerry Canada Jr.
President, Public Sector & Schools Group
(716) 207-8005 x221
www.harriscomputer.com
Constellation Software Inc.
John Billowits
Chief Financial Officer
(416) 861-2279
info@csisoftware.com
www.csisoftware.com
Published November 7, 2012 Reads 301
Copyright © 2012 SYS-CON Media, Inc. — All Rights Reserved.
Syndicated stories and blog feeds, all rights reserved by the author.
More Stories By Marketwire .
Copyright © 2009 Marketwire. All rights reserved. All the news releases provided by Market Wire are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.
- Cloud People: A Who's Who of Cloud Computing
- Windows Azure IaaS Reaches General Availability
- AMD and Adobe Collaborate on Upcoming Version of Adobe Premiere Pro Software to Enable Breakthrough Video Editing Performance Through Open Standards
- Enterasys Spotlights SDN's Impact on Traditional Networking in Upcoming Webinar
- New Relic Q1 2013 Blazes Past Growth Targets and Reaches 40,000 Active Customer Accounts
- Gravitant Supports General Dynamics Information Technology in Offering New Cloud Brokerage Services to Government Entities
- GDS International Confirms Unprecedented Delegation for Upcoming Next Generation Telecoms Europe Summit in May
- UNIT4 Business Software: Three Retail Accounting Tips to Help Retailers Leverage the Cloud and Back Office Systems
- Velocity Technology Solutions Introduces IBM Power Systems Universal Cloud Services at COMMON 2013
- CompuCom Announces Sale to Thomas H. Lee Partners
- AMAX Launches StorMax(TM) CFS, powered by IBM(R) General Parallel File System(TM) (GPFS(TM))
- OneNeck(R) IT Services, an Enterprise Cloud Services and Managed Hosting Company, Announces the General Availability of Their Award-Winning Desktop-as-a-Service Offering
- Cloud People: A Who's Who of Cloud Computing
- Windows Azure IaaS Reaches General Availability
- AMD and Adobe Collaborate on Upcoming Version of Adobe Premiere Pro Software to Enable Breakthrough Video Editing Performance Through Open Standards
- Enterasys Spotlights SDN's Impact on Traditional Networking in Upcoming Webinar
- New Relic Q1 2013 Blazes Past Growth Targets and Reaches 40,000 Active Customer Accounts
- Salesforce.com Executives to Participate in Upcoming Investor Events
- Gravitant Supports General Dynamics Information Technology in Offering New Cloud Brokerage Services to Government Entities
- SUSE Receives Common Criteria Security Certifications
- Basho Announces Open Source Riak CS and General Availability of Riak CS Enterprise v1.3
- Global Micro Servers Market (2013 - 2018), By Processor Type (Intel, Arm, Amd), Component (Hardware, Software, Operating System), Application (Media Storage, Data Centers, Analytics, Cloud Computing) & Geography (North America, Europe, Apac, Row)
- GDS International Confirms Unprecedented Delegation for Upcoming Next Generation Telecoms Europe Summit in May
- UNIT4 Business Software: Three Retail Accounting Tips to Help Retailers Leverage the Cloud and Back Office Systems
- "HP's Problem Ain't the SAP Install," Says Sun's Schwartz
- Cloud People: A Who's Who of Cloud Computing
- Red Hat Named "Platinum Sponsor" of Virtualization Conference & Expo
- Web Services Strategy - SAP Platform
- Cloud Expo 2011 East To Attract 10,000 Delegates and 200 Exhibitors
- Cloud Expo and The End of Tech Recession
- JCP EC Elections Have BEA, SAP, Nokia, IBM, Philips in the Running
- BEA, IBM, Oracle, SAP, IONA, Siebel and Sybase Announce "Service Component Architecture" Specification
- Oracle To Keynote Cloud Computing Expo
- SAP Is Using Adobe Flex
- SOA, Virtualization and Web 2.0: BEA's Deputy CTO Connects the Dots
- Cloud Expo, Inc. Announces Cloud Expo 2011 New York Venue























