Toronto-based Constellation Software Inc. and its subsidiary, Lumine Group Inc., have entered into a binding agreement and plan of merger with WideOrbit Inc., a U.S.-based media vertical market software provider. Lumine Group is an acquirer of communications and media software businesses.
Following this transaction, WideOrbit will become a wholly owned subsidiary within Lumine Group and will operate as an autonomous business unit within the Lumine Group’s companies.
Constellation also announced this week that a preliminary prospectus has been filed in all provinces and territories within Canada in connection with the proposed distribution of the shares of Lumine Group Inc., which 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 owner of Lumine Group, and Constellation current shareholders will receive, 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.
“Today’s news marks the next step in Lumine Group’s journey towards building the world’s leading network of communications & media software companies,” said David Nyland, chief executive officer (CEO) of Lumine Group. “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.”
The purchase of WideOrbit will be financed with funding from Constellation and a banking partner. This acquisition is currently expected to close in the first quarter of 2023.
“Lumine Group is the ideal partner to support WideOrbit’s continued growth ambitions,” said Eric Mathewson, founder and CEO of WideOrbit. “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.”
