RNS Number:3848N
SunGard Data Systems Incorporated
10 July 2003
EMBARGOED UNTIL 07.00am on 10 July 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Recommended Cash Offer
by
Citigroup Global Markets Limited
on behalf of
a wholly owned subsidiary of
SunGard Data Systems Inc.
for
Sherwood International Plc
Summary
* The Boards of SunGard Data Systems Inc. and Sherwood International Plc
announce that they have reached agreement on the terms of a recommended cash
offer, to be made by Citigroup Global Markets Limited on behalf of SunGard
Insurance Services Limited, a wholly owned subsidiary of SunGard newly
incorporated for the purposes of the Offer, for the entire issued and to be
issued share capital of Sherwood.
* The Offer will be 140 pence in cash for each Sherwood Share and values the
entire issued share capital of Sherwood at approximately #65.1 million.
* The Offer Price represents a premium of approximately 41 per cent. to the
Closing Price of 99 pence for each Sherwood Share on 28th April, 2003, the
last business day prior to the announcement by Sherwood that it was in
preliminary discussions concerning a possible offer, and a premium of
approximately 10 per cent. to the Closing Price of 127.5 pence for each
Sherwood Share on 9th July, 2003, being the last business day prior to the
date of this announcement.
* SunGard and the Offeror have received irrevocable undertakings and letters
of intent to accept (or procure the acceptance of) the Offer from all the
Sherwood Directors and their immediate families and certain institutional
shareholders of Sherwood in respect of, in aggregate, 20,764,969 Sherwood
Shares, representing approximately 44.66 per cent. of the issued share
capital of Sherwood.
* The SunGard Directors consider the acquisition of Sherwood to be an
attractive opportunity to strengthen SunGard's current IT services business
in the United Kingdom and Europe.
* SunGard believes that combining these two insurance systems businesses
creates a single product offering to financial services companies worldwide
of a comprehensive range of insurance and benefits products.
* The Sherwood Directors, who have been so advised by Close Brothers,
consider the terms of the Offer to be fair and reasonable and unanimously
recommend that Sherwood Shareholders accept the Offer, as the Sherwood
Directors have irrevocably undertaken to do in respect of their own
beneficial holdings. In providing advice to the Sherwood Directors, Close
Brothers has taken account of the commercial assessments of the Sherwood
Directors.
Commenting on the Offer, Ken Andrew, Non-Executive Chairman of Sherwood, said:
"Over the past few months, we have been considering all strategic options for
the company. It is the opinion of the Sherwood Directors that the Offer from
SunGard is in the best interests of Sherwood Shareholders and will allow
Sherwood to be better able to build greater scale, achieve its growth
aspirations and enhance its global offering as part of a much larger entity."
Commenting on the Offer, Cris Conde, Chief Executive Officer of SunGard, said:
"Sherwood's insurance systems business is well established in the European
market. Combining Sherwood with SunGard's existing insurance systems business
will strengthen our global capability for these systems. It will also allow us
to provide customers with an enhanced range of insurance and benefits products.
Sherwood and SunGard both have extremely capable staff that will work together
to support our combined customer base."
Enquiries:
SunGard
Ray Davis +44 (0)20 7153 1531
Group Chief Executive Officer
SunGard Employee Benefit Systems
Citigroup Global Markets Limited
(financial adviser to SunGard and broker to the Offer)
Anthony Parsons +44 (0)20 7986 4000
Simon Alexander
M: Communications
(public relations consultants to SunGard)
Martin Forrest +44 (0)20 7153 1531
Nick Fox +44 (0)20 7153 1540
Sherwood
Ken Andrew, Non-Executive Chairman +44 (0)1932 757 575
Mike Shinya, Chief Executive Officer
Close Brothers Corporate Finance Limited
(financial adviser to Sherwood)
Simon Willis +44 (0)20 7655 3100
Ross Christie
Biddicks
(public relations consultants to Sherwood)
Shane Dolan +44 (0)20 7448 1000
This summary should be read in conjunction with the full text of the following
announcement. Terms used in this summary shall have the meaning given to them in
the full announcement. The Offer Document and Form of Acceptance have been
posted to Sherwood Shareholders.
Unless permitted by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into or by use of the mails of or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any other facilities
of, a national, state or other securities exchange of the United States, nor is
it being made, directly or indirectly, in or into Canada, Australia or Japan.
Accordingly, copies of this announcement and any related documents are not
being, and must not be, directly or indirectly, mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia or Japan and
persons doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Sherwood
Shareholders who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements of their jurisdiction.
Citigroup, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively as financial adviser to SunGard and the Offeror
and no one else in connection with the Offer and will not be responsible to
anyone other than SunGard and the Offeror for providing the protections afforded
to customers of Citigroup, nor for providing advice in relation to the Offer.
Close Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Sherwood and
no one else in connection with the Offer and will not be responsible to anyone
other than Sherwood for providing the protections afforded to customers of Close
Brothers, nor for providing advice in relation to the Offer.
EMBARGOED UNTIL 07.00am on 10 July 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Recommended Cash Offer
by
Citigroup Global Markets Limited
on behalf of
a wholly owned subsidiary of
SunGard Data Systems Inc.
for
Sherwood International Plc
1. Introduction
The Boards of SunGard Data Systems Inc. and Sherwood International Plc announce
that they have reached agreement on the terms of a recommended cash offer, to be
made by Citigroup Global Markets Limited on behalf of SunGard Insurance Services
Limited, a wholly owned subsidiary of SunGard newly incorporated for the
purposes of the Offer, for the entire issued and to be issued share capital of
Sherwood.
2. Recommendation
The Sherwood Directors, who have been so advised by Close Brothers, consider the
terms of the Offer to be fair and reasonable and unanimously recommend that
Sherwood Shareholders accept the Offer, as the Sherwood Directors have
irrevocably undertaken to do in respect of their own beneficial holdings. In
providing advice to the Sherwood Directors, Close Brothers has taken account of
the commercial assessments of the Sherwood Directors.
3. The Offer
The Offer, which is on the terms and subject to the conditions set out in
Appendix I to this announcement and to the further terms set out in the Offer
Document and the Form of Acceptance, is being made on the basis set out below:
for each Sherwood Share: 140 pence in cash
The Offer values the entire issued share capital of Sherwood at approximately
#65.1 million.
The Offer Price represents a premium of approximately 41 per cent. to the
Closing Price of 99 pence for each Sherwood Share on 28th April, 2003, being the
last business day prior to the announcement by Sherwood that it was in
preliminary discussions concerning a possible offer, and a premium of
approximately 10 per cent. to the Closing Price of 127.5 pence for each Sherwood
Share on 9th July, 2003, being the last business day prior to the date of this
announcement.
The Sherwood Shares, which are the subject of the Offer, will be acquired by the
Offeror under the Offer fully paid and free from liens, equities, charges,
encumbrances, rights of pre-emption and other third party rights or interests of
any nature whatsoever and together with all rights now or hereafter attaching
thereto, including the right to receive and retain in full all dividends (if
any) and other distributions declared, made or paid after the date of this
announcement. The Board of Sherwood has agreed that no interim dividend will be
declared or paid by Sherwood in respect of the six months ended 30th June, 2003.
4. Irrevocable undertakings and letters of intent
SunGard and the Offeror have received irrevocable undertakings to accept the
Offer from all the Sherwood Directors and their immediate families in respect of
their entire holdings amounting to, in aggregate, 296,050 Sherwood Shares,
representing approximately 0.64 per cent. of the issued share capital of
Sherwood. These undertakings to accept the Offer are binding in the event of a
competing offer being made for Sherwood.
SunGard and the Offeror have also received an irrevocable undertaking to accept
(or procure the acceptance of) the Offer from Herald Investment Management
Limited in respect of a further 1,550,000 Sherwood Shares, representing
approximately 3.33 per cent. of the issued share capital of Sherwood. This
undertaking to accept the Offer remains binding unless a third party announces
an offer, before the first closing date of the Offer, with a value in excess of
154 pence for each Sherwood Share and SunGard has not, within 14 days of the
posting of such competing offer, announced a revised cash offer which is equal
to or exceeds such offer.
SunGard and the Offeror have also received letters of intent to accept (or
procure the acceptance of) the Offer from certain other institutional
shareholders of Sherwood in respect of a further 18,918,919 Sherwood Shares,
representing approximately 40.69 per cent. of the issued share capital of
Sherwood.
SunGard and the Offeror have therefore received irrevocable undertakings and
letters of intent to accept (or procure the acceptance of) the Offer in respect
of, in aggregate, 20,764,969 Sherwood Shares, representing approximately 44.66
per cent. of the issued share capital of Sherwood.
5. Background to and reasons for the Offer
The SunGard Directors consider the acquisition of Sherwood to be an attractive
opportunity to strengthen SunGard's current IT services business in the United
Kingdom and Europe and to enhance SunGard's ability to provide a global solution
to its customers. SunGard believes that combining the two companies will result
in a business better able to serve customers in a greater number of geographic
locations, with the benefit of additional products.
At present, SunGard's products for the insurance industry serve group benefit
and insurance applications, whereas Sherwood's products include a significant
presence in the traditional life insurance back-office services. SunGard also
offers a front-end product supporting traditional life products. A combination
of SunGard and Sherwood creates a single product offering to financial services
companies worldwide of a comprehensive range of insurance and benefits products.
A significant proportion of SunGard's insurance-related revenues are derived
through its operating unit, FDP Corp., located in Miami, Florida. FDP Corp. and
Sherwood serve common customers, and it is anticipated that the combined group
will offer a broader range of products from a single vendor.
Sherwood's work with government entities provides a significant proportion of
Sherwood's revenues. The combined group will look to expand its presence in
this market utilising SunGard's existing resources and stability.
The combination of SunGard and Sherwood will result in significant benefits
through the sharing of resources. It is expected that Sherwood's international
sales structure will allow the expansion of FDP Corp. products into new markets.
In addition, a significant proportion of the expenses incurred by SunGard in
the FDP Corp. business are related to research and development for software.
The combination of these platforms, as a result of the Offer, should result in a
more cost-effective development and maintenance infrastructure for developing
new products and enhancing existing products.
The acquisition of Sherwood is not expected to have a material impact on
SunGard's financial results.
6. Background to and reasons for the recommendation of the Offer
On 29th April, 2003, the Sherwood Board announced it had received a number of
informal approaches over the previous months from private equity houses
potentially interested in taking the Company private or providing other forms of
equity finance to support Sherwood's growth strategy. Against this background,
the Sherwood Board authorised the executive directors of Sherwood to explore
financing for a possible management buy-out.
Sherwood has been mindful of the need to explore all of its strategic options to
build greater scale and enhance the Company's global offering with a view to
improving shareholder value. A committee comprising the Independent Directors
was constituted to consider all strategic options for Sherwood, including a sale
of the Company.
Following discussions with a number of purchasers and an evaluation of
alternative options, including acquisitions and continued organic growth, the
Independent Directors concluded that the Offer is in the best interests of
Sherwood Shareholders. The executive directors of Sherwood, who have
co-operated fully with the Independent Directors throughout the process, agree
with the Independent Directors' conclusion and have now terminated all
discussions regarding a potential management buy-out. Accordingly, the
executive directors of Sherwood have joined the Independent Directors in
unanimously recommending the Offer to Sherwood Shareholders.
The Sherwood Board believes that the Offer from SunGard is fair and reasonable
and provides Sherwood Shareholders with a significant cash uplift over the
recent trading range of Sherwood Shares. The Offer represents a premium of
approximately 69 per cent. to the average Closing Price of 83 pence for each
Sherwood Share over the 12 month period prior to the announcement by Sherwood,
on 29th April, 2003, that it was in preliminary discussions regarding a possible
offer.
The Sherwood Board also believes that Sherwood will be better able to build
greater scale, achieve its growth aspirations and enhance the Company's global
offering as part of a much larger entity.
Accordingly, the Sherwood Directors have concluded that the Offer is in the best
interests of Sherwood Shareholders and the Company as a whole.
7. Conditions
The Offer is subject to, amongst other things, the conditions set out in
Appendix I to this announcement.
8. Information on Sherwood
Sherwood was established in 1970 and is a leading supplier of software and
services to the global insurance industry and the UK Government.
For the financial year ended 31st December, 2002, Sherwood recorded sales of
#52.2 million (2001: #56.5 million) and an operating profit before exceptional
items of #4.6 million (2001: #0.2 million). Sherwood had net assets of
approximately #34.1 million as at 31st December, 2002.
The following update on current trading was stated in the announcement made by
Sherwood on 29th April, 2003 and repeated at the Sherwood Annual General Meeting
on 1st May, 2003:
"Current trading and outlook remain in line with the guidance given in the 2002
preliminary results announcement. As noted therein, the understandable caution
of some customers in the current climate means that the precise timing of
licence sales remains difficult to predict, and this, together with the expected
increase in service revenues and cost savings from office consolidations in the
second half, leads the Sherwood Board to expect our 2003 trading results to be
more heavily weighted than has been traditional towards the second six months of
the year. Any deferral of significant licence sales over the next two months
would accentuate this position."
Since the beginning of May 2003, trading conditions have remained difficult and
this has been compounded by the uncertainty surrounding Sherwood's change in
ownership. As a result, certain prospective customers have continued to defer
decisions on a small number of key software licence sales, including one
particularly large licence sale, and this has adversely impacted Sherwood's
revenues for the half-year to 30th June, 2003. Given that software licence fees
carry a high gross margin and are often payable immediately on signature of the
contracts, such deferrals have significantly impacted Sherwood's operating
result, net assets and cash position for the half-year.
The Sherwood Board emphasises that these contracts have not been lost and are
generally expected to be closed in the course of the second half of the
financial year and, furthermore, the pipeline of additional prospective licence
wins for the second half remains healthy. However, given the length and
unpredictability of sales cycles and the uncertainty surrounding Sherwood's
change in ownership, the Sherwood Board believes that it is difficult to be
confident that the licence shortfall in the first half of this financial year
will be fully recovered in the second half.
The Sherwood Directors believe that Sherwood has a leading position in the
global insurance software market, and that the medium term outlook for Sherwood
is positive.
9. Information on SunGard and the Offeror
SunGard is a global leader in integrated IT solutions for financial services
institutions. SunGard is also the pioneer and leading provider of information
availability services. SunGard serves more than 20,000 customers in over 50
countries, including 47 of the world's 50 largest financial services
institutions. SunGard's shares are listed on the New York Stock Exchange under
the symbol "SDS." SunGard is a member of the Standard & Poor's 500 Index and
has annual revenues of more than US $2 billion. Visit SunGard at www.sungard.com
for further information.
The Offeror is a wholly owned subsidiary of SunGard, newly incorporated for the
purposes of the Offer, and will, assuming the Offer becomes or is declared
unconditional in all respects, become part of SunGard Insurance Systems (SIS).
SIS is a business division of SunGard comprising several business units which
provide insurance systems. SIS provides financial, investment and statutory
accounting and reporting solutions designed exclusively for the insurance
industry. SunGard's solutions strengthen investment and financial operations and
provide alternate delivery methods to help streamline IT resource requirements.
SIS provides integrated marketing and policy administration solutions for both
agencies and home offices, supporting individual and group insurance, annuity,
investment contract and pension policy administration. Marketing solutions
include client management, financial analysis, retirement and estate planning,
new sales and in-force illustrations.
For the financial year ended 31st December, 2002, SunGard reported net income of
US $326 million (2001: US $246 million). Shareholders' funds, as at 31st
December, 2002, were US $2,222.4 million (31st December, 2001: US $1,793.9
million).
10. Management and employees
SunGard attaches great importance to the skills and experience of Sherwood's
management and employees and believes that there will be benefits from the wider
opportunities available within SIS. SunGard has confirmed to Sherwood that the
existing employment rights of the Sherwood Group's employees, including pension
entitlements, will be fully safeguarded upon the Offer becoming or being
declared unconditional in all respects.
The Independent Directors have agreed to resign on request upon the Offer
becoming or being declared unconditional in all respects.
11. Sherwood Incentive Schemes
The Offer is being extended to all issued Sherwood Shares including any Sherwood
Shares which are allotted or issued as a result of the exercise of options
granted or shares being transferred under the Sherwood Incentive Schemes while
the Offer remains open for acceptance (or, subject to the provisions of the City
Code, until such earlier date or dates as the Offeror may determine).
In the event that the Offer becomes or is declared unconditional in all
respects, SunGard will write to participants in the Sherwood Incentive Schemes
to inform them of the effect of the Offer on their rights under the Sherwood
Incentive Schemes and to set out appropriate proposals to be made to them.
12. Financing of the Offer
The Offer is to be financed from SunGard's existing cash resources and existing
debt facilities.
13. Inducement fee
On 8th July, 2003, the Offeror and Sherwood entered into an inducement fee
agreement under which Sherwood has agreed to pay the Offeror, to the extent
permitted by law, a fee of #560,000 in cash if the Offer lapses or is withdrawn,
without becoming or being declared unconditional in all respects, following: (i)
a competing offer being announced and such competing offer becoming or being
declared unconditional in all respects; or (ii) the Board of Sherwood
withdrawing or modifying its recommendation to the Company's shareholders in
respect of the Offer; or (iii) the Board of Sherwood recommending an alternative
transaction which results in any person (other than SunGard or the Offeror)
acquiring the business of the Company.
14. Compulsory acquisition, de-listing and cancellation of admission to
trading
Subject to the Offer becoming or being declared unconditional in all respects,
if sufficient acceptances are received under the Offer, SunGard intends to use
the procedures set out in sections 428 to 430F of the Companies Act to acquire
compulsorily any outstanding Sherwood Shares to which the Offer relates and to
procure that Sherwood applies to the UKLA for cancellation of the listing of the
Sherwood Shares on the Official List and to the London Stock Exchange for
admission to trading of the Sherwood Shares to be cancelled.
It is anticipated that the cancellation of Sherwood's listing and admission to
trading will take effect no earlier than the expiry of 20 business days after
the date on which the Offer becomes or is declared unconditional in all
respects.
15. General
The Offer Document and Form of Acceptance have been posted to Sherwood
Shareholders and the Offer Document (for information only) to participants in
the Sherwood Incentive Schemes. The full terms and conditions of the Offer
(including details of how the Offer may be accepted) are set out in the Offer
Document and in the Form of Acceptance. In deciding whether or not to accept
the Offer in respect of their Sherwood Shares, Sherwood Shareholders should rely
on the information contained in, and procedures described in, the Offer Document
and in the Form of Acceptance. Copies of the Offer Document and the Form of
Acceptance are available from Capita IRG Plc, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TH.
If you are in any doubt as to the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser authorised
under the Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Save as disclosed in paragraph 4 above, neither SunGard nor the Offeror nor, so
far as SunGard or the Offeror are aware, any person presumed to be acting in
concert with them, owns or controls any Sherwood Shares or any securities
convertible or exchangeable into Sherwood Shares or any rights to subscribe for
or purchase, or options (including traded options) in respect of, or derivatives
referenced to, any such shares (Relevant Sherwood Securities) nor does any such
person have any arrangement in relation to Relevant Sherwood Securities. For
these purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
Relevant Sherwood Securities which may be an inducement to deal or refrain from
dealing in such securities.
This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities pursuant to the
Offer or otherwise. The definitions of certain expressions used in this
announcement are contained in Appendix II to this announcement.
Unless permitted by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into or by use of the mails of or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any other facilities
of, a national, state or other securities exchange of the United States, nor is
it being made, directly or indirectly, in or into Canada, Australia or Japan.
Accordingly, copies of this announcement and any related documents are not
being, and must not be, directly or indirectly, mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia or Japan and
persons doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Sherwood
Shareholders who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements of their jurisdiction.
Citigroup, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively as financial adviser to SunGard and the Offeror
and no one else in connection with the Offer and will not be responsible to
anyone other than SunGard and the Offeror for providing the protections afforded
to customers of Citigroup, nor for providing advice in relation to the Offer.
Close Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Sherwood and
no one else in connection with the Offer and will not be responsible to anyone
other than Sherwood for providing the protections afforded to customers of Close
Brothers, nor for providing advice in relation to the Offer.
Enquiries:
SunGard
Ray Davis +44 (0)20 7153 1531
Group Chief Executive Officer
SunGard Employee Benefit Systems
Citigroup Global Markets Limited
(financial adviser to SunGard and broker to the Offer)
Anthony Parsons +44 (0)20 7986 4000
Simon Alexander
M: Communications
(public relations consultants to SunGard)
Martin Forrest +44 (0)20 7153 1531
Nick Fox +44 (0)20 7153 1540
Sherwood
Ken Andrew, Non-Executive Chairman +44 (0)1932 757 575
Mike Shinya, Chief Executive Officer
Close Brothers Corporate Finance Limited
(financial adviser to Sherwood)
Simon Willis +44 (0)20 7655 3100
Ross Christie
Biddicks
(public relations consultants to Sherwood)
Shane Dolan +44 (0)20 7448 1000
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which is being made by Citigroup on behalf of the Offeror, complies
with the applicable rules and regulations of the UKLA and the City Code, is
governed by English law, is subject to the jurisdiction of the courts of England
and Wales and is also subject to the conditions set out in the Offer Document
which, inter alia, include:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
3.00 p.m. (London time) on 31st July, 2003 (the First Closing Date) or such
later time(s) and/or date(s) as the Offeror may, subject to the City Code,
decide in respect of not less than 90 per cent. in nominal value (or such lesser
percentage as the Offeror may decide) of the Sherwood Shares to which the Offer
relates, provided that this condition will not be satisfied unless the Offeror
and/or any of its wholly owned subsidiaries shall have acquired, or agreed to
acquire, pursuant to the Offer or otherwise, Sherwood Shares carrying more than
50 per cent. of the voting rights normally exercisable at a general meeting of
Sherwood, including for this purpose (to the extent, if any, required by the
Panel) any such voting rights attaching to any Sherwood Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise, and for the purposes
of this condition:
(i) shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights they will carry on issue; and
(ii) the expression Sherwood Shares to which the Offer relates shall be
construed in accordance with sections 428 to 430F of the Companies Act;
(b) it being established, in terms reasonably satisfactory to the Offeror,
that the proposed acquisition of Sherwood by the Offeror or any matter arising
from that acquisition will not be referred to the Competition Commission,
provided that, if a request to the European Commission is made by the competent
authorities of one or more Member States under Article 22(3) of Council
Regulation (EEC) 4064/89 (as amended by Council Regulation (EC) 1310/97) (the
Regulation) and is accepted by the European Commission, then this paragraph (b)
shall only be satisfied if:
(i) it is established, in terms reasonably satisfactory to the Offeror,
that it is not the intention of the European Commission to initiate proceedings
under Article 6(1)(c) of the Regulation; and
(ii) to the extent that the competent authorities of the United Kingdom
retain jurisdiction over any aspect of the proposed acquisition of Sherwood by
the Offeror, it is established, in terms reasonably satisfactory to the Offeror,
that the proposed acquisition of Sherwood by the Offeror or any matter arising
from that acquisition will not be referred to the Competition Commission;
(c) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution or agency (including
any trade agency) or any court or other body (including any professional or
environmental body) or person in any jurisdiction (each a Relevant Authority)
having decided to take, instituted or threatened any action, proceeding, suit,
investigation, enquiry or reference or enacted, made or proposed and there not
continuing to be outstanding any statute, regulation, order or decision that
would or might reasonably be expected to:
(i) make the Offer or the acquisition or the proposed acquisition of any
shares in, or control of, Sherwood by the Offeror void, unenforceable or illegal
or directly or indirectly prohibit or otherwise materially restrict, delay or
interfere with the implementation of, or impose material additional conditions
or obligations with respect to, or otherwise challenge, the Offer or the
acquisition of any shares in, or control of, Sherwood by the Offeror;
(ii) require, prevent or materially delay the divestiture (or alter the terms
of any proposed divestiture) by the Wider Offeror Group or the Wider Sherwood
Group of all or any material part of their respective businesses, assets or
properties or impose any material limitation on their ability to conduct all or
any material part of their respective businesses and to own any material part of
their respective assets or properties;
(iii) impose any material limitation on, or result in any material delay in,
the ability of any member of the Wider Offeror Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of ownership of
shares or other securities (or the equivalent) in, or to exercise management
control over, any member of the Wider Sherwood Group or on the ability of any
member of the Wider Sherwood Group to hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares or other securities (or the
equivalent) in, or to exercise management control over, any other member of the
Wider Sherwood Group;
(iv) require any member of the Wider Offeror Group or of the Wider Sherwood
Group to acquire or offer to acquire any shares or other securities (or the
equivalent) in any member of the Wider Sherwood Group (other than the Sherwood
Shares) or any member of the Wider Offeror Group owned by any third party where
such acquisition would be material in the context of the Wider Offeror Group
taken as a whole or, as the case may be, the Wider Sherwood Group taken as a
whole;
(v) impose any limitation on the ability of any member of the Wider Offeror
Group or the Wider Sherwood Group to integrate or co-ordinate its business, or
any part of it, with the businesses or any part of the businesses of any other
member of the Wider Offeror Group and/or the Wider Sherwood Group in each case
to an extent which is material in the context of the Wider Offeror Group taken
as a whole or, as the case may be, the Wider Sherwood Group taken as a whole;
(vi) otherwise materially adversely affect the business, assets, financial or
trading position or profits or prospects of any member of the Wider Offeror
Group or of the Wider Sherwood Group in each case to an extent which is material
in the context of the Wider Offeror Group taken as a whole or, as the case may
be, the Wider Sherwood Group taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference having expired, lapsed or
been terminated;
(d) all necessary filings having been made and all appropriate waiting periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated, in
each case in respect of the Offer, and the acquisition of any shares in, or
control of, Sherwood by the Offeror and all authorisations, orders, grants,
recognitions, confirmations, licences, consents, clearances, permissions and
approvals (authorisations) necessary or appropriate in any jurisdiction for or
in respect of the Offer and the proposed acquisition of any shares in, or
control of, Sherwood by the Offeror being obtained in terms and in a form
reasonably satisfactory to the Offeror from appropriate Relevant Authorities or
from any persons or bodies with whom any member of the Wider Offeror Group or
the Wider Sherwood Group has entered into contractual arrangements (and where
the absence of an authorisation from such a person would have a materially
adverse effect on the Wider Sherwood Group taken as a whole) and such
authorisations together with all authorisations necessary or appropriate for any
member of the Wider Sherwood Group to carry on its business (where such business
is material in the context of the Wider Sherwood Group taken as a whole)
remaining in full force and effect and no intimation of any intention to revoke,
suspend, restrict or modify or not to renew any of the same having been made and
all necessary statutory or regulatory obligations in any jurisdiction having
been complied with;
(e) save as fairly disclosed in writing to SunGard or the Offeror or their
legal or accounting advisers, or as publicly announced to a Regulatory
Information Service by or on behalf of Sherwood, on or before the day prior to
this announcement, there being no provision of any agreement, arrangement,
licence or other instrument to which any member of the Wider Sherwood Group is a
party or by or to which any such member or any of its assets is or may be bound,
entitled or subject which, as a result of the making or implementation of the
Offer or the acquisition or proposed acquisition by the Offeror of any shares
in, or change in the control or management of, Sherwood or otherwise, would or
might reasonably be expected to result in:
(i) any material amount of moneys borrowed by or any other indebtedness
(actual or contingent) of any such member which is not already repayable on
demand becoming repayable or capable of being declared repayable immediately or
earlier than the stated repayment date or the ability of such member to borrow
monies or incur any material indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any substantial part of the business, property or
assets of any such member or any such security interest (whenever arising or
having arisen) becoming enforceable;
(iii) any material assets or interest of any such member being or falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged other than in the
ordinary course of business;
(iv) the interest or business of any such member in or with any other
person, firm or company (or any agreements or arrangements relating to such
interest or business) being terminated or materially adversely affected;
(v) any such member ceasing to be able to carry on business under any name
under which it presently does so;
(vi) the value of any such member or its financial or trading position or
prospects being materially adversely affected or materially prejudiced;
(vii) any such agreement, arrangement, licence or other instrument being
terminated or adversely modified or any onerous obligation arising or any
adverse action being taken or arising thereunder; or
(viii) the creation of any material liabilities (actual or contingent) by any
such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider
Sherwood Group is a party or by or to which any such member or any of its assets
may be bound or be subject, could reasonably be expected to result in any events
or circumstances as are referred to in sub-paragraphs (i) to (viii) of this
paragraph (e);
(f) except as disclosed in the Annual Report and Accounts of Sherwood for
the year ended 31st December, 2002 or as publicly announced to a Regulatory
Information Service by or on behalf of Sherwood, no member of the Wider Sherwood
Group having since 31st December, 2002 or as otherwise fairly disclosed to
SunGard or the Offeror or their legal or accounting advisers in writing on or
before the day prior to this announcement:
(i) save as between Sherwood and wholly owned subsidiaries of Sherwood
prior to the day prior to this announcement or upon the exercise of rights to
subscribe for Sherwood Shares pursuant to options granted under the Sherwood
Incentive Schemes prior to the day prior to this announcement, issued or agreed
to issue or authorised the issue of additional shares of any class, or
securities convertible into, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities;
(ii) recommended, declared, paid or made any bonus, dividend or other
distribution, whether payable in cash or otherwise, other than a distribution by
any wholly owned subsidiary of Sherwood;
(iii) implemented or authorised any merger or demerger or acquired or
disposed of or transferred, mortgaged or charged, or created any other security
interest over, any asset or any right, title or interest in any asset (other
than in the ordinary course of business);
(iv) implemented or authorised any reconstruction, amalgamation, scheme or
other transaction or arrangement (other than in the ordinary course of
business);
(v) purchased, redeemed or repaid any of its own shares or other
securities or reduced (save for the matters referred to in sub-paragraph (i) of
this condition) or made or authorised any other change in its share capital;
(vi) made or authorised any change in its loan capital or issued or
authorised the issue of any debentures or (save as between the Sherwood and
wholly owned subsidiaries of Sherwood) incurred or increased any material
indebtedness or material contingent liability;
(vii) entered into, varied or terminated, or authorised the entry into,
variation or termination of, any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is outside the ordinary
course of business or which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a nature or
magnitude which is material;
(viii) entered into any contract, commitment or arrangement, which would be
restrictive on the business of any member of the Wider Sherwood Group;
(ix) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(x) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up (voluntary or otherwise), dissolution
or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or substantially all of its
assets and revenues;
(xi) waived, compromised or settled any claim which is material;
(xii) entered into or varied the terms of any service agreement or
arrangement with any director or senior executive of Sherwood;
(xiii) made or consented to any significant change to the terms of the trust
deeds constituting the pension schemes established for its directors and/or
employees and/or their dependants or to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to, any change
to the trustees; or
(xiv) entered into any contract, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) with respect
to, or proposed or announced any intention to effect or propose, any of the
transactions, matters or events referred to in this condition;
(g) since 31st December, 2002 (except as disclosed in the Annual Report and
Accounts of Sherwood for the year then ended or as publicly announced to a
Regulatory Information Service by or on behalf of Sherwood on or before the day
prior to this announcement or as fairly disclosed in writing to SunGard or the
Offeror on or before the day prior to this announcement):
(i) no adverse change having occurred in the business, assets, financial
or trading position or profits or prospects of the Wider Sherwood Group taken as
a whole which is material in the context of the Wider Sherwood Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider Sherwood Group
or to which any member of the Wider Sherwood Group is a party (whether as
plaintiff or defendant or otherwise) and no investigation by any Relevant
Authority or other investigative body against or in respect of any member of the
Wider Sherwood Group having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider Sherwood Group
and which are material in the context of the Wider Sherwood Group taken as a
whole; and
(iii) no contingent or other liability having arisen which would or might
be likely to materially adversely affect the Wider Sherwood Group taken as a
whole;
(h) save as fairly disclosed in writing to SunGard or the Offeror or their
legal or accounting advisers, or as publicly announced to a Regulatory
Information Service by or on behalf of Sherwood, on or before the day prior to
this announcement, the Offeror not having discovered that:
(i) any financial, business or other information publicly disclosed at
any time by any member of the Wider Sherwood Group is materially misleading,
contains a material misrepresentation of fact or omits to state a fact necessary
to make the information contained therein not misleading which in any case is
material and adverse to the financial or trading position of the Wider Sherwood
Group taken as a whole;
(ii) any member of the Wider Sherwood Group is subject to any liability,
contingent or otherwise, which should have been but is not disclosed in the
Annual Report and Accounts of Sherwood for the year ended 31st December, 2002;
(iii) any past or present member of the Wider Sherwood Group has failed to
comply with any applicable legislation or regulations of any jurisdiction or any
notice or requirement of any Relevant Authority with regard to the storage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous or harmful substance or any substance likely to impair the environment
or harm human or animal health or otherwise relating to environmental matters or
that there has otherwise been any such storage, disposal, discharge, spillage,
release, leak or emission (whether or not the same constituted non-compliance by
any person with any such legislation or regulation, and whenever the same may
have taken place), any of which non-compliance would be likely to give rise to
any liability (whether actual or contingent) or cost on the part of any member
of the Wider Sherwood Group and which is material in the context of the Wider
Sherwood Group taken as a whole; or
(iv) there is or is likely to be any obligation or liability (whether actual
or contingent) to make good, repair, re-instate or clean up any property now or
previously owned, occupied, operated or made use of or controlled by any past or
present member of the Wider Sherwood Group under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority in any
jurisdiction and which is material in the context of the Wider Sherwood Group
taken as a whole.
The Offeror reserves the right at its absolute discretion to waive all or any of
conditions (b) to (h) inclusive, in whole or in part. The Offer will lapse
unless all the above conditions are fulfilled or (if capable of waiver) waived
or, where appropriate, determined by the Offeror to have been satisfied or to
remain satisfied by midnight on the day which is 21 days after the later of 31st
July, 2003 and the date on which the Offer becomes or is declared unconditional
as to acceptances (or such later date as the Offeror may, with the consent of
the Panel, decide). The Offeror shall be under no obligation to waive or treat
as fulfilled any of conditions (b) to (h) inclusive by a date earlier than the
date specified above for the fulfilment thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If the Offeror is required by the Panel to make an offer or offers for any
Sherwood Shares under Rule 9 of the City Code, the Offeror may make such
alterations to the above conditions as are necessary to comply with that Rule.
The Offer will lapse (unless the Panel otherwise consents) if, before 31st July,
2003 or the date when the Offer becomes unconditional as to acceptances
(whichever is the later), the acquisition of Sherwood is referred to the
Competition Commission or the European Commission either initiates proceedings
under Article 6(1)(c) of Council Regulation (EEC) 4064/89 or, following a
referral to a competent authority in the United Kingdom under Article 9(1) of
the Regulation, the proposed acquisition or any matter arising therefrom is then
referred to the Competition Commission.
APPENDIX II
DEFINITIONS
In this announcement, the following definitions apply, unless the context
requires otherwise:
Australia the Commonwealth of Australia, its states, territories and possessions
Board the board of directors of Sherwood, SunGard or the Offeror (as the case may
be)
business day a day (other than Saturday or Sunday) on which banks are generally open in
London for normal business
Canada Canada, its possessions and territories and all areas subject to its
jurisdiction or any political subdivision thereof
Citigroup Citigroup Global Markets Limited
City Code the City Code on Takeovers and Mergers
Close Brothers Close Brothers Corporate Finance Limited
Closing Price the closing middle market price of a Sherwood Share on a particular day as
derived from the Daily Official List
Companies Act the Companies Act 1985 (as amended)
Daily Official List the daily official list of the London Stock Exchange
Form of Acceptance the form of acceptance and authority relating to the Offer accompanying the
Offer Document
Independent Directors the independent directors of Sherwood, being Ken Andrew (Non-Executive
Chairman), Philip Crawford (Non-Executive Director), Stuart Drew
(Non-Executive Director) and Robert Youngjohns (Non-Executive Director)
IT information technology
Japan Japan, its cities and prefectures, territories and possessions
Listing Rules the listing rules of the UKLA
London Stock Exchange London Stock Exchange plc
Offer the recommended cash offer made by Citigroup on behalf of SunGard Insurance
Services Limited, a wholly owned subsidiary of SunGard newly incorporated
for the purposes of the Offer, to acquire all of the issued and to be issued
Sherwood Shares, on the terms and subject to the conditions set out in the
Offer Document and in the Form of Acceptance and including, where the
context permits, any subsequent revision, variation, extension or renewal of
such offer
Offer Document the document to be sent to Sherwood Shareholders (and, for information only,
to Sherwood Optionholders) which contains the Offer
Offeror SunGard Insurance Services Limited
Offer Price 140 pence for each Sherwood Share
Official List the Official List of the UKLA
Panel the Panel on Takeovers and Mergers
Regulatory Information Service the Regulatory News Service and/or any other channel recognised as a channel
for the dissemination of regulatory information by listed companies under
the Listing Rules
Sherwood or the Company Sherwood International Plc
Sherwood Board or Sherwood the board of directors of Sherwood
Directors
Sherwood Group or the Group Sherwood and its subsidiary undertakings
Sherwood Incentive Schemes the Senior Share Option Scheme, the Sherwood International Plc Deferred
Bonus Scheme, the Sherwood International Plc Executive Share Option plan,
the Sherwood International Plc Long Term Incentive Plan, the Millenium Share
Option Scheme, the Sherwood International Plc Recruitment Incentive Plan,
the Sherwood International Plc Employee Savings-Related Share Option Scheme
and the Sherwood Employee Share Plan
Sherwood Optionholders holders of options under the Sherwood Incentive Schemes
Sherwood Shareholders holders of Sherwood Shares
Sherwood Shares the existing unconditionally allotted or issued and fully paid ordinary
shares of 2.5 pence each in the capital of Sherwood and any further shares
which are unconditionally allotted or issued prior to the date on which the
Offer closes (or such earlier date or dates as SunGard may, with the Panel's
consent and subject to the City Code, decide).
subsidiary undertaking, the meanings given by the Companies Act (but for these purposes ignoring
associated undertaking and paragraph 20(1)(b) of Schedule 4A to the Companies Act) and substantial
undertaking interest means a direct or indirect interest in 20 per cent. or more of the
equity capital of an undertaking
SunGard SunGard Data Systems Inc.
UKLA the UK Listing Authority, being the Financial Services Authority acting in
its capacity as the competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions, any State of
the United States of America and the District of Columbia and all other
areas subject to its jurisdiction
US $ United States dollars
Wider Offeror Group SunGard and its subsidiary undertakings, associated undertakings and any
other undertakings in which SunGard and such undertakings (aggregating their
interests) have a substantial interest
Wider Sherwood Group Sherwood and its subsidiary undertakings, associated undertakings and any
other undertakings in which Sherwood and such undertakings (aggregating
their interests) have a substantial interest
# UK pounds sterling
All times referred to in this announcement are London times.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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