13th Dec 2021 07:00
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 December 2021
Lapse of Bali Bidco Limited ("Bidco")'s Final Offer for Blue Prism Group plc ("Blue Prism")
· On 25 November 2021, the boards of Blue Prism and Bidco announced that they had reached agreement on the terms of an increased and final recommended cash offer by Bidco to acquire the entire issued and to be issued ordinary share capital of Blue Prism for a consideration of 1,250 pence in cash per Blue Prism Share (the "Vista Final Offer").
· On 1 December 2021, the boards of Blue Prism and SS&C Technologies Holdings, Inc. ("SS&C") announced the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Blue Prism for a consideration of 1,275 pence in cash per Blue Prism Share by Bolt Bidco Limited, a wholly owned indirect subsidiary of SS&C (the "SS&C Offer").
· The announcement on 1 December 2021 included the withdrawal by the Blue Prism Directors of their recommendation of the Vista Final Offer and the statement that the Blue Prism Directors would adjourn the Reconvened Court Meeting and the Reconvened General Meeting (the "Vista Offer Shareholder Meetings").
· On 9 December 2021, the board of Blue Prism announced that the Vista Offer Shareholder Meetings, re-convened to be held earlier that day, were re-convened and then immediately adjourned without a date set for the further re-convening of the Vista Offer Shareholder Meetings.
· The Scheme was conditional on the Vista Offer Shareholder Meetings being held on or before the 11 December 2021. As of the end of 11 December 2021, conditions 2(a)(ii) and 2(b)(ii), as set out in the Scheme Document, have not been satisfied. This announcement confirms that the Vista Final Offer has now lapsed.
· Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document published on 22 October 2021 and the shareholder circular published by Blue Prism on 24 November 2021 announcing the reconvening of the Court Meeting and the General Meeting to 9 December 2021.
Enquiries:
Vista | +1 512 730 2400 |
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Brian Steel, Managing Director, Strategic Communications |
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Prosek Partners (PR adviser to Bidco and Vista) | +44 (0) 77 7333 1589 |
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Philip Walters |
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Goldman Sachs (Financial Adviser to TIBCO) |
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Nicholas van den Arend Chris Emmerson Tanguy Croguennoc | +44 (0) 20 7774 1000 |
Important Notices
Goldman Sachs, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for TIBCO and no one else in connection with the Acquisition and will not be responsible to anyone other than TIBCO for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the matters referred to in this Announcement. No representation or warranty, express or implied, is made by Goldman Sachs as to the contents of this Announcement.
Nomura Securities International, is acting for TIBCO and no-one else in connection with the Acquisition and will not be responsible to anyone other than TIBCO for providing the protections afforded to clients of Nomura Securities International nor for providing advice in relation to the matters in this Announcement. Neither Nomura Securities International nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Nomura Securities International in connection with this Announcement, any statement contained herein or otherwise.
This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the forms of proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document to be published by Bidco).
This Announcement does not constitute a prospectus or prospectus equivalent document.
Documents available on website
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://investors.blueprism.com/offer-for-blue-prism-group-vista by no later than 12.00 noon (London time) on the Business Day following the date of publication of this Announcement. Save as expressly referred to in this Announcement, neither the contents of this website nor any website accessible from hyperlinks is incorporated into and do not form part of this Announcement.
Related Shares:
PRSM.L