This announcement does not constitute an announcement of
a firm intention to make an offer under Rule 2.7 of the City Code
on Takeovers and Mergers (the "Code"). Accordingly, there can be no
certainty that any offer will ultimately be made. Further
announcements will be made if and when appropriate.
Ebix, Inc. (NASDAQ:EBIX), a leading international supplier of
on-demand software and e-commerce services to the insurance,
financial and healthcare industries, confirmed today that it has
sent a letter to Xchanging Plc’s Board (LSE:XCH.L), outlining its
interest in making an offer to acquire the entire issued and to be
issued share capital of Xchanging plc by way of an all cash offer
of 175 pence per share.
Based on the number of Xchanging Plc ordinary
shares in issue and to be issued of 257,377,471, Ebix's proposal
values Xchanging at approximately £450 million ($685 million1),
representing a premium of over 9 percent to Capita Plc’s all cash
offer of 160 pence per share, and a premium of over 3 percent to
Computer Sciences Corporation’s all cash proposal of 170 pence per
share.
Ebix’s interest in Xchanging plc is subject to
due diligence, and any offer would be subject to customary
regulatory and other closing conditions. Ebix reserves the right to
reduce the consideration by the amount of any dividend (or other
distribution) which is paid or becomes payable by Xchanging to its
shareholders after the date of this announcement and to introduce
other forms of consideration and/or vary the mix of
consideration.
Ebix president and CEO Robin Raina, commented,
“We see substantial synergies, economies of scale and growth
potential for the combined business. Our interest in making an
offer for Xchanging plc is borne out of our belief that a
combination of the two companies could be substantially and
immediately accretive to Ebix’s EPS while also adhering to our
other stringent criteria. We wanted to ensure that our shareholders
were aware of this potential opportunity.”
Ebix has retained the investment banking
advisory firms Spayne Lindsay & Co. and Kinmont of London, and
Peter J. Solomon Company of New York, for help with Ebix’s interest
in making an offer and any steps that might be required in the
future.
In accordance with Rule 2.6(d) of Code, Ebix is
required, by not later than 5.00 pm on 9 December 2015, either to
announce a firm intention to make an offer for Xchanging in
accordance with Rule 2.7 of the Code or to announce that it does
not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code
applies.
About Ebix, Inc.
A leading international supplier of On-Demand
software and E-commerce services to the insurance, financial and
healthcare industries, Ebix, Inc., (NASDAQ:EBIX) provides
end-to-end solutions ranging from infrastructure exchanges, carrier
systems, agency systems and risk compliance solutions to custom
software development for all entities involved in the insurance
industry.
With 40+ offices across Brazil, Singapore,
Australia, the US, UK, New Zealand, India and Canada, Ebix powers
multiple exchanges across the world in the field of life, annuity,
health and property & casualty insurance while conducting in
excess of $100 billion in insurance premiums on its platforms.
Through its various SaaS-based software platforms, Ebix employs
hundreds of insurance and technology professionals to provide
products, support and consultancy to thousands of customers on six
continents. For more information, visit the Company's website
at www.ebix.com.
CONTACT:
Ebix, Inc.. - +1 678-281-2027 or
atikkoo@ebix.comAaron Tikkoo
Catalyst Global - +1 212-924-9800 or
ebix@catalyst-ir.com David CollinsTanya KamatuChris Eddy
Spayne Lindsay & Co. LLP - +44 (0) 20 7808
3240Tom LindsayJonathon Martin
Kinmont Limited - +44 (0) 207 087 9100 Gavin
KellyMat Thackery
Peter J. Solomon Company - +1 212 508 1600Marc
CooperJuan Mejia
Spayne Lindsay & Co. LLP and Kinmont
Limited, which are authorized and regulated in the United Kingdom
by the Financial Conduct Authority, are acting exclusively for Ebix
and no-one else in connection with the contents of this
announcement and will not be responsible to anyone other than Ebix
for providing the protections afforded to clients of Spayne Lindsay
& Co. LLP and Kinmont Limited or for providing advice in
relation to the contents of this announcement or any other matter
related to the contents of this announcement.
Peter J. Solomon Company is acting exclusively
for Ebix in connection with the contents of this announcement and
for no one else and will not be responsible to anyone other than
Ebix for providing the protections afforded to their clients or for
providing advice in relation to this announcement or any matters
referred to herein.
SAFE HARBOR REGARDING FORWARD-LOOKING
STATEMENTS
As used herein, the terms “Ebix,” “the Company,”
“we,” “our” and “us” refer to Ebix, Inc., a Delaware corporation,
and its consolidated subsidiaries as a combined entity, except
where it is clear that the terms mean only Ebix, Inc.
The information contained in this Press Release
contains forward-looking statements and information within the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. This
information includes assumptions made by, and information currently
available to management, including statements regarding future
economic performance and financial condition, liquidity and capital
resources, acceptance of the Company's products by the market, and
management's plans and objectives. In addition, certain statements
included in this and our future filings with the Securities and
Exchange Commission ("SEC"), in press releases, and in oral and
written statements made by us or with our approval, which are not
statements of historical fact, are forward-looking statements.
Words such as "may," "could," "should," "would," "believe,"
"expect," "anticipate," "estimate," "intend," "seeks," "plan,"
"project," "continue," "predict," "will," "should," and other words
or expressions of similar meaning are intended by the Company to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These
forward-looking statements are found at various places throughout
this report and in the documents incorporated herein by reference.
These statements are based on our current expectations about future
events or results and information that is currently available to
us, involve assumptions, risks, and uncertainties, and speak only
as of the date on which such statements are made.
Our actual results may differ materially from
those expressed or implied in these forward-looking statements.
Factors that may cause such a difference, include, but are not
limited to those discussed in our Annual Report on Form 10-K and
subsequent reports filed with the SEC, as well as: the risk of an
unfavorable outcome of the pending governmental investigations or
shareholder class action lawsuits, reputational harm caused by such
investigations and lawsuits, the willingness of independent
insurance agencies to outsource their computer and other processing
needs to third parties; pricing and other competitive pressures and
the Company's ability to gain or maintain share of sales as a
result of actions by competitors and others; changes in estimates
in critical accounting judgments; changes in or failure to comply
with laws and regulations, including accounting standards, taxation
requirements (including tax rate changes, new tax laws and revised
tax interpretations) in domestic or foreign jurisdictions; exchange
rate fluctuations and other risks associated with investments and
operations in foreign countries (particularly in Australia and
India wherein we have significant operations); equity markets,
including market disruptions and significant interest rate
fluctuations, which may impede our access to, or increase the cost
of, external financing; and international conflict, including
terrorist acts.
Except as expressly required by the federal
securities laws, the Company undertakes no obligation to update any
such factors, or to publicly announce the results of, or changes to
any of the forward-looking statements contained herein to reflect
future events, developments, changed circumstances, or for any
other reason.
Readers should carefully review the disclosures
and the risk factors described in the documents we file from time
to time with the SEC, including future reports on Forms 10-Q and
8-K, and any amendments thereto. You may obtain our SEC filings on
our website www.ebix.com or via the SEC's Edgar database.
Disclosure requirements of the Takeover
Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person’s
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who
is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person’s interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
1 Based on a US$:GBP exchange rate of 1.52:1.
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