FW is advising TSX-listed Constellation Software Inc on acquisition of Bond Intl Software plc

October 22, 2010

Fox Williams LLP is advising TSX-listed Constellation Software Inc on its conditional acquisition of 8,225,641 voting and non-voting convertible shares of AIM-listed Bond International Software plc for 75p per share for an aggregate subscription price of £6.17 million.

These shares, combined with Constellation’s existing Bond shareholding, will raise its economic interest in Bond to 31% of the outstanding shares, and its voting interest to 22% of the outstanding voting shares. Bond will use the proceeds of the offering to purchase VCG, LLC. ("VCG"), one of Bond's largest North American competitors. Constellation currently holds US$4.1 million of debentures in VCG, plus accrued interest, all of which will be repaid upon closing of this transaction. The transaction is conditional on Bond shareholder approval being obtained.

Constellation acquires, manages and builds vertical market software businesses that provide mission critical software solutions, while Bond is the largest provider of specialist staffing software for recruitment agencies worldwide.

Constellation President Mark Leonard stated, "Bond is the leading worldwide provider of software for the staffing industry. This is an inherently volatile software sector but we believe that over the long run it has attractive economics. We'd nearly always prefer to own 100% of a business. However, we sometimes encounter competent managers who are committed shareholders of their businesses. In those instances, we are happy to be a supportive long term shareholder, holding either a minority or majority stake. Steve Russell and his team are long term employees and significant shareholders of Bond. We look forward to having a front row seat and a meaningful economic stake as they continue to build a great business".

Fox Williams Head of Capital Markets Richie Clark commented "We are delighted to be advising Constellation on increasing its stake in Bond, which has involved multi-jurisdictional negotiations and the creation of an innovative share structure designed to achieve the commercial objectives of both Constellation and Bond".

The Fox Williams team is being led by Richie Clark, Head of Capital Markets, with assistance from associate Sam Kessler. Bond is being advised by Memery Crystal.


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