Barron Charitable Foundation
November 8, 2012
Barron Partners Portfolio Company Computer Software Innovations and Constellation Software Announce Successful Completion of Cash Tender Off
New York, New York, Nov 8, 2012 – Barron Partners today announces portfolio company Computer Software Innovations, Inc. ("CSWI") (OTCBB:CSWI) and subsidiary of Constellation Software Inc. ("Constellation") (TSX:CSU), N. Harris Computer Corporation ("Harris"), has successfully completed tender offer for the outstanding shares of common and preferred stock of CSWI.
Andrew Barron Worden, CEO of Barron Partners, stated: “The sale of our approximately 50% interest in CSWI realized over $7 million in cash for us and a substantial profit. We are happy with the successful conclusion of this investment and the benefits the sale gave to all shareholders.”
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as of the expiration time, a total of approximately 12,382,907 CSWI shares were validly tendered in the offer and not withdrawn (including approximately 715,684 shares delivered through notices of guaranteed delivery), representing approximately 85.6% of the outstanding common stock and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 All shares that have been validly tendered and not withdrawn have been accepted for purchase, and payment for such shares will be made promptly in accordance with the terms of the tender offer and merger agreement at the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.
About Barron Partners
Barron Partners, LP is an international private investment fund with a primary focus on profitable cleantech companies. Barron has invested over $450 million of its capital since its formation in 2002. For more information about Barron Partners, visit www.barronpartners.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.
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.
Barron Partners LP