Texas-based Sabre Corp., which is listed on the Nasdaq, adopted a shareholder rights plan on Sunday.Brendan McDermid/Reuters
Canadian technology conglomerate Constellation Software Inc. CSU-T is facing resistance from its latest investment target.
Travel software provider Sabre Corp. SABR-Q adopted a shareholder rights plan – also known as a poison pill – on Sunday after disclosing that Toronto-based Constellation had acquired a 9.7-per-cent stake in the Texas company. The plan effectively prevents anyone from acquiring more than 15 per cent of Sabre’s shares.
Constellation, which has acquired more than 1,000 companies since going public in 2006, did not respond to a request for comment.
According to a statement from Sabre, Constellation requested two board seats in early January and had previously expressed a desire to own roughly 25 per cent of the company, similar to the stake it acquired last year in Polish financial software maker Asseco Poland SA.
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Sabre began negotiating with Constellation to have Damian McKay, chief executive officer of Constellation-owned Vela Software Group, join its board of directors. But the talks stalled in late February, Sabre said.
“Despite the parties nearing the finish line on the agreement, Constellation abruptly and without explanation broke off several weeks of constructive negotiations and stated that its intentions ‘would appear clear with the benefit of time’,” Sabre said in the statement.
Constellation subsequently withdrew its second director nomination “without providing any explanation or otherwise responding to Sabre’s requests to reengage,” Sabre said.
Sabre did not adopt its poison pill in direct response to any takeover proposal from Constellation or anyone else, the company said, explaining that the shareholder rights plan was intended to stop anyone from acquiring control of it on the open market without paying a premium. However, Royal Bank of Canada analyst Paul Treiber believes Constellation may indeed be interested in all of Sabre.
“Sabre’s disclosures and adoption of a shareholder rights plan suggest that Constellation may be considering the full acquisition of Sabre, instead of just an equity investment like Asseco,” Mr. Treiber said in a note to clients on Monday.
While Constellation generally acquires private companies, Mr. Treiber said, “the decline in public market valuations and reduced investor sentiment for software assets may increase the likelihood that Constellation is able to acquire public software companies.”
In 2025, Sabre generated US$2.8-billion in revenue, with adjusted earnings before interest, taxes, depreciation and amortization of roughly US$500-million. At the time, the company had US$4.3-billion in debt, offset by US$910-million in cash reserves.
Sabre is the most high-profile company Constellation has targeted since its founder and long-time president Mark Leonard resigned in September, 2025, citing unspecified health issues. Chief operating officer Mark Miller, an early Constellation employee, has since led the company.
Sabre’s Nasdaq-listed shares jumped by more than 36 per cent on Monday, closing at US$1.61 a share and giving the company a valuation of roughly US$636-million. Despite that increase, the stock remains down by more than 50 per cent on a 12-month basis as investors have expressed mounting concerns over the potential impact of artificial intelligence on the sector.
On the Toronto Stock Exchange, Constellation’s shares are also down by a similar amount, 47 per cent, over the past 12 months, though Mr. Treiber said the company’s interest in Sabre suggested the sell-off was a short-term issue.
“Constellation’s willingness to deploy capital on software assets suggests that management does not believe that the long-term value of these businesses has been eroded by AI,” he said.