SS&C Announces Recommended Cash Offer for GlobeOp Financial Services S.A.
SS&C Announces Recommended Cash Offer for GlobeOp Financial Services S.A.
WINDSOR, Conn., 2012-03-14 17:02 CET (GLOBE NEWSWIRE) -- SS&C Technologies
Holdings, Inc.("SS&C") (Nasdaq:SSNC) and GlobeOp Financial Services S.A.
("GlobeOp") (LSE:GO) announced today the terms of a recommended transaction
under which SS&C (through a wholly-owned subsidiary, SS&C Technologies Holdings
Europe S.a r.l.("Bidco")), will acquire all of the issued and to be issued
share capital of GlobeOp for 485 pence ($7.63) per share in cash (the "Offer").
The transaction has been unanimously approved by the board of directors of SS&C
and the independent directors of GlobeOp. The independent directors of GlobeOp
unanimously intend to recommend that its shareholders accept the Offer.
The transaction will be implemented by way of a takeover offer extended to all
shareholders of GlobeOp.
GlobeOp is an independent financial administrator specialising in middle and
back-office services and integrated risk reporting to hedge funds, managed
accounts and fund of funds. GlobeOp also provides expertise to asset management
firms and other sectors, including family wealth offices, insurance companies,
pension plans, corporate treasuries and banks.
GlobeOp was established in 2000 and listed on the London Stock Exchange in July
2007. GlobeOp now has about 200 clients covered from 11 offices in 5 countries
with over 2,200 employees. Assets under administration have grown to $174
billion as at 31 December 2011.
Commenting on the Offer, Ed Nicoll, Chairman of GlobeOp, said:
"We welcome the SS&C offer which represents a material premium to the TPG
offer. We have been working with SS&C since 14 January 2012 in order to
maximise value for GlobeOp shareholders and are pleased that SS&C has made an
offer at an attractive price. The Independent Directors of GlobeOp believe the
SS&C offer represents a superior proposal to the TPG offer and have therefore
decided to recommend the Offer to all GlobeOp shareholders."
Bill Stone, Chief Executive Officer and Chairman, SS&C Technologies Holdings,
"We are very pleased to be announcing our recommended offer for GlobeOp today.
GlobeOp management and employees have built a strong business, with leading
products and services for its growing, world-class customer base. Together, we
will be well positioned to serve our customers with an enhanced product suite,
offer exciting opportunities to our employees, and create value for our
The Offer documents related to this transaction will be available at SS&C's
website at www.ssctech.com. The Offer will be subject to the conditions and
further terms set out in the Offer Documents.
SS&C will host a conference call and webcast with the financial community today
at 1:00 p.m. Eastern Time. Dial (877) 312-8798 (US and Canada) or 253-237-1193
(International) or 0800 051 3806 (UK), and request the "SS&C Offer for
GlobeOp"; conference ID# 62050986. Alternatively a live audio webcast can be
accessed via http://investor.ssctech.com. To expedite the registration process,
you may pre-register for the event by clicking here. A replay of the conference
call will be available one hour after the conference call, for 48 hours. The
dial-in number is 855-859-2056 (US and Canada) or (404) 537-3406
(International) or 0800-917-2646 (UK); access code# 62050986.
Link to the Offer site: http://investor.ssctech.com/offer-accept/
SS&C is a global provider of investment and financial software-enabled services
and software focused exclusively on the global financial services industry.
Founded in 1986, SS&C has its headquarters in Windsor, Connecticut and offices
around the world. More than 5,000 financial services organizations, from the
world's largest to local financial services organizations, manage and account
for their investments using SS&C's products and services. These clients in the
aggregate manage over US$16 trillion in assets.
Additional information about SS&C (Nasdaq:SSNC) is available at www.ssctech.com.
The SS&C Technologies logo is available at
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin – Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the
extent of Deutsche Bank AG's authorisation and regulation by the Financial
Services Authority are available on request. Deutsche Bank AG is acting as
financial adviser to SS&C and Bidco and no one else in connection with the
contents of this announcement and will not be responsible to any person other
than SS&C and Bidco for providing the protections afforded to clients of
Deutsche Bank AG, nor for providing advice in relation to any matters referred
to in this announcement.
THIS DOCUMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN
OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE
OFFER WILL BE MADE SOLELY BY THE OFFER DOCUMENT AND THE RELATED FORM OF
ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS
AND CONDITIONS OF THE OFFER, INCLUDING DETAILS OF HOW THE OFFER MAY BE
This announcement includes forward-looking statements that are based on the
current expectations of the management of SS&C and are subject to uncertainty
and changes in circumstances. The forward-looking statements contained herein
include statements about the expected effects on SS&C of the proposed
acquisition of GlobeOp, the expected timing and conditions precedent relating
to the proposed acquisition of GlobeOp, anticipated earnings enhancements and
other strategic options and all other statements in this presentation other
than statements of historical fact. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements are not guarantees of future performance or
results and involve risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, unanticipated issues
associated with the satisfaction of the conditions precedent to the proposed
acquisition; issues associated with obtaining necessary regulatory approvals
and the terms and conditions of such approvals; the inability to integrate
successfully GlobeOp within SS&C; and changes in anticipated costs related to
the acquisition of GlobeOp. Additional factors that could cause actual results
and developments to differ materially include, among others, unanticipated
changes in revenue, margins, costs, and capital expenditures; issues associated
with new product introductions; foreign currency fluctuations; risks associated
with growth; geographic factors and political and economic risks; actions of
SS&C competitors; changes in economic or industry conditions generally or in
the markets served by SS&C and GlobeOp; the state of financial and credit
markets; work stoppages, labor negotiations, and labor rates; and the ability
to complete and appropriately integrate restructurings, consolidations,
acquisitions, divestitures, strategic alliances, and joint ventures.
Information on the potential factors that could affect SS&C is also included in
its filings with the Securities and Exchange Commission, including, but not
limited to, its Annual Report on Form 10-K for the fiscal year ended December
31, 2011. SS&C undertakes no obligation to update or revise forward-looking
statements, whether as a result of new information, future events or otherwise.
Forward-looking statements only speak as of the date on which they are made.
(financial adviser and corporate broker to SS&C):
+44 (0) 20 7545 8000
RLM Finsbury +44 (0) 20 7251 3801 (switchbd.)
Faeth Birch + 44 (0) 7768 943 171
Sarah Heald + 44 (0) 7771 982 101