Constellation Software Inc. says it will buy U.S. tech company WideOrbit Inc., merge the firm with its subsidiary Lumine Group and then spin them off into a separate business.

The Toronto software company says the purchase will involve an undisclosed cash payment, as well as the issuance of a 14 per cent stake in the Lumine Group to WideOrbit shareholders.

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San Francisco, Calif.-based WideOrbit develops sales, traffic, billing and broadcast automation software for media companies and has annual gross revenues of roughly US$167 million.

Under the proposed transaction structure, Constellation will remain the majority shareholder of Lumine Group but distribute dividend-in-kind, nominal value subordinate voting shares of Lumine Group to shareholders. 

Constellation expects the deal to close in the first quarter of 2023.

The spin out is subject to the approval of the TSX Venture Exchange and acceptance of a final prospectus by Canadian securities regulatory authorities.

This report by The Canadian Press was first published Dec. 12, 2022.