10th Apr 2018 12:54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
10 April 2018
Recommended cash acquisition
of
Fidessa group plc ("Fidessa")
byTemenos Holdings UK Limited ("Temenos Bidco")
a wholly owned subsidiary of
Temenos Group AG ("Temenos")
Update on satisfaction of US anti-trust condition and FCA regulatory condition
On 21 February 2018, the boards of Temenos and Fidessa announced that they had reached agreement on the terms of a recommended cash offer by Temenos Bidco for the entire issued and to be issued ordinary share capital of Fidessa. It was also announced that the transaction would be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, and a scheme document was published by Fidessa on 13 March 2018 (the "Scheme Document").
On 3 April 2018, Fidessa announced the adjournment of the Scheme Court Meeting and the General Meeting in order to allow Fidessa to explore in more detail two possible offers. On 6 April 2018, Fidessa announced that the Scheme Court Meeting and the General Meeting will be reconvened on 27 April 2018.
Temenos is pleased to announce that, pursuant to Part XII of FSMA, the FCA has now approved the acquisition of control by Temenos of the Fidessa entities authorised and regulated by the FCA. The FCA's approval was unconditional. Temenos is also pleased to announce that Temenos has received notice of the early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Consequently the conditions set out in paragraph 3(b) and paragraph 3(d) of Part IV (Conditions and certain further terms of the Scheme and the Acquisition) of the Scheme Document have now been satisfied. Completion of the Acquisition remains subject to the waiver or satisfaction of the remaining conditions set out in the Scheme Document (including, but not limited to, the approval of the Scheme by Scheme Shareholders at the Scheme Court Meeting, the passing of the Special Resolution to be proposed at the General Meeting and the sanction of the Scheme by the Court).
Capitalised terms used, but not defined, in this announcement have the same meaning as set out in the Scheme Document.
Enquiries:
Temenos Group AGMax ChuardAdam Snyder
| +41 22 708 11 50
|
Credit Suisse (Financial adviser to Temenos) Cathal DeasyPhilippe Cerf Martin Blanquart Ben Deary | +44(0)207 888 8888 |
Teneo Blue Rubicon (PR adviser to Temenos) Sabine Pirone
|
+44(0)203 757 9253 |
Important notices
A copy of this announcement will be made available free of charge (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) on Temenos' website: (https://www.temenos.com/en/recommended-offer-for-fidessa/). The contents of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
Other information
Temenos Group AG (SIX: TEMN), headquartered in Geneva, is a market leading software provider, partnering with banks and other financial institutions to transform their businesses and stay ahead of a changing marketplace.
Credit Suisse International ("Credit Suisse") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Credit Suisse is acting exclusively for Temenos and for no one else in connection with the Acquisition, the content of this announcement and other matters described in this announcement. Credit Suisse will not regard any other person as its client in relation to the Acquisition, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than Temenos for providing the protections afforded to its clients, nor for providing advice to any other person in relation to the Acquisition, the content of this announcement or any other matters described in this announcement.
Save for the responsibilities and liabilities, if any, of Credit Suisse under FSMA or the regulatory regime established thereunder, Credit Suisse does not assume any responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Temenos, or on Temenos' behalf, or by Credit Suisse, or on its behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Temenos or the Acquisition. Credit Suisse disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.
Related Shares:
Fidessa Group