Copernic Shareholders Approve Plan of Arrangement
25 Octobre 2010 - 10:01PM
Marketwired
Copernic Inc. ("Copernic") (NASDAQ: CNIC) is pleased to announce
that its shareholders have approved the sale of Copernic to N.
Harris Computer Corporation ("Harris"), a wholly-owned subsidiary
of Constellation Software Inc. (TSX: CSU), pursuant to a plan of
arrangement (the "Plan of Arrangement"). On August 25, 2010,
Copernic and Harris jointly announced that they had entered into an
arrangement agreement with Comamtech Inc. ("Comamtech"), a newly
incorporated corporation, with respect to an arrangement (the
"Arrangement") pursuant to which Copernic will ultimately be
acquired and taken private by Harris and current shareholders of
Copernic will become shareholders of Comamtech, which shall retain
certain non-operating assets of Copernic.
A special meeting of shareholders was held at 10:00 a.m. (EDT)
on October 25, 2010 (the "Special Meeting"), whereby a special
resolution approving the Plan of Arrangement was approved by 98% of
the votes cast by shareholders of Copernic represented in person or
by proxy at the Special Meeting. Copernic's board of directors had
previously unanimously recommended that holders of Copernic common
shares vote in favour of the Plan of Arrangement.
The Arrangement will be completed by way of the Plan of
Arrangement under section 182 of the Business Corporations Act
(Ontario) and requires the approval of the Ontario Superior Court
of Justice (Commercial List). The hearing in respect of the final
order (the "Final Order") to approve the Arrangement is currently
anticipated to be held on November 1, 2010 at 10:00 a.m. (Toronto
Time). If the Final Order is obtained on November 1, 2010, and all
other conditions to the completion of the Arrangement are satisfied
or waived, it is anticipated that the Arrangement will be completed
on or about November 2, 2010.
For further details regarding the Arrangement, please refer to
Copernic's management information circular dated September 27, 2010
(the "Circular"), a copy of which is available under the corporate
profile of Copernic on SEDAR at www.sedar.com.
About Copernic Inc.
Copernic Inc. specializes in developing, marketing and selling
cutting-edge search technology, providing innovative home and
business software products and solutions for desktop, web and
mobile users, through its online properties, including
www.mycopernic.com and www.copernic.com. With its award winning
Copernic Desktop Search® software search engine product, Copernic
brings the power of a sophisticated, yet easy-to-use search engine
to the user's PC. More information can be found at
www.copernic.com.
About N. Harris Computer Corporation
Harris is a wholly owned subsidiary of Constellation Software
Inc. ("Constellation") and 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 all levels of local government,
public power and water entities as well as school districts
throughout North America. Harris' focus is on creating long-term
relationships with our customers and ensuring that we meet the
changing needs of our customers over time. For further information
on Harris Computer Systems, please visit our website at
http://www.harriscomputer.com, or call 888-847-7747.
About Constellation Software Inc.
Constellation acquires, manages and builds vertical market
software businesses that provide mission critical software
solutions. Constellation's common shares are listed on the Toronto
Stock Exchange under the symbol "CSU". Further information about
Constellation may be obtained from the Company's web site at
www.csisoftware.com.
Statements contained in this press release, which are not
historical facts, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and
uncertainties that can cause actual outcomes to differ materially
from plans, projections, expectations and other anticipated
results. Some of these risks and uncertainties are detailed in the
Company's filings with the U.S. Securities and Exchange Commission
and the Ontario Securities Commission. The Company expressly
disclaims an intent or obligation to update any description of the
scope, focus or subject matter of the forward-looking statements or
any other matters contained in this press release except as
otherwise required by law.
Contacts: Copernic Inc. Marc Ferland President and Chief
Executive Officer 418-527-0528 #1013 or Toll Free: 877-289-4682
#1013 mferland@copernic.com www.copernic.com N. Harris Computer
Corporation Harris Computer Systems Bryce Cooper, Executive Vice
President 613-226 5511 ext 2132 bcooper@harriscomputer.com
www.harriscomputer.com Constellation Software Inc. John Billowits
Chief Financial Officer 416-861-2279 info@csisoftware.com
www.csisoftware.com
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