Toronto Star

Constellat­ion Software Inc.,

Company considerin­g eliminatin­g dividend and using cash to make deals

- DEREK DECLOET

is considerin­g eliminatin­g its quarterly dividend and using the cash to make larger acquisitio­ns.

Constellat­ion Software Inc., Canada’s second-largest tech company by market value, said it’s considerin­g eliminatin­g its quarterly dividend and using the cash to make larger acquisitio­ns.

Constellat­ion chair Mark Leonard said in a letter to shareholde­rs Monday evening that the company’s board decided Friday to stop paying special dividends “in all but the most compelling circumstan­ces” and may cut the regular quarterly payout too, if it can find deals.

Toronto-based Constellat­ion buys and operates specialize­d software businesses and has produced huge returns over time with that strategy. The stock rose 3,223 per cent over the 10-year period ended Dec. 31, 2020. With a market value of $34.2 billion as of Friday’s close, it’s one of Canada’s 25 most valuable public companies.

Shopify Inc. is Canada’s largest tech company with a market cap of $227 billion.

Constellat­ion has built itself by making dozens of small deals for business software providers, and its companies serve almost every industry. In the fourth quarter, the company did 18 acquisitio­ns, spending a total of $179 million or about half of the company’s free cash flow, CIBC analysts Stephanie Price and Scott Fletcher wrote in a Feb. 15 note.

“We see upside from larger acquisitio­ns as companies in distressed industries potentiall­y look to divest assets as the effects of the pandemic linger,” the analysts wrote.

Constellat­ion has paid a regular quarterly dividend of $1 per share since 2012 and has paid three special dividends in the past decade — the last being a payout of $20 a share in 2019, according to data compiled by Bloomberg.

But Constellat­ion is now changing its thinking, Leonard said in his letter. The company will try to increase the number of large acquisitio­ns it makes of vertical-market software (VMS) companies — deals “requiring multi-hundred-million-dollar equity cheques” — and may sacrifice the payout to do so, he wrote.

“If we are successful in acquiring one or two large VMS businesses per annum, then I anticipate that CSI’s return on investors’ capital will decrease, but we will not have to return any of our free cash flow to shareholde­rs,” Leonard wrote.

It’s also beginning to look for deals outside of the VMS industry, the chairman said.

“That will require highly contrarian thinking and is likely to be uncomforta­ble in the early going. Hopefully, we have built enough credibilit­y to warrant your patience as we explore new and under-appreciate­d sectors,” Leonard said.

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