Interactive Data to Acquire Majority Interest in NTT Data Financial Corporation
November 19 2008 - 1:15AM
Business Wire
Interactive Data Corporation (NYSE: IDC), a leading provider of
financial market data, analytics and related services, today
announced its intention to acquire the majority of NTT DATA
Financial Corporation (NDF) from NTT DATA Corporation for 1.9
billion yen (or approximately U.S. $20.2 million based on current
foreign exchange rates) in cash. The transaction is expected to be
completed by the end of 2008, contingent upon customary closing
conditions. NDF, which is based in Tokyo, is a leading provider of
securities pricing, reference data and related services to most of
the major financial institutions in Japan. Interactive Data and NDF
have been partners in a re-distribution relationship in Japan for
more than 14 years, providing financial institutions with global
end-of-day securities pricing, evaluations and reference data for
clients� mission-critical investment operations, including
portfolio valuation and accounting. NDF�s services are widely used
in Japan by banks, asset and funds management companies, insurance
companies, custody banks, trust banks and securities firms. This
acquisition advances Interactive Data�s strategy of expanding its
business in the Asia-Pacific region. By combining NDF�s knowledge
of the Japanese market with Interactive Data�s experience in
delivering information for millions of global securities every day
and robust technology infrastructure, Interactive Data will be able
to directly provide financial institutions in Japan with an even
broader range of financial data and services, including fixed
income analytics, valuations of complex financial instruments and
indicative valuations of exchange-traded funds (ETFs) and other
related structures. After the transaction is closed, Interactive
Data plans to change the name of NDF to Interactive Data Japan KK
while retaining the personnel and operating the business in a
manner consistent with current practices. �It is important for
Interactive Data to have a strong and direct presence in the
world�s second-largest economy,� said Stuart Clark, president and
chief executive officer of Interactive Data Corporation. �We have
enjoyed a successful and long-standing relationship with NDF in
Japan over the past 14 years, and share a common approach to
building long-term, trusting relationships with our clients. We
believe that acquiring NDF will enable Interactive Data to
accelerate its growth in Japan and make progress toward our
objective of being the first choice for financial market data and
related services in that marketplace.� �The acquisition of NDF will
provide Interactive Data with a strong direct presence in Japan,
which will help us to further grow our business in the Asia-Pacific
region,� stated James Farrer, managing director of Interactive Data
Asia-Pacific. �Moving from a distributor model to an ownership
model in Japan is an important milestone for us. Financial
institutions are focused on driving efficiencies in financial
operations across their front, middle and back offices while
remaining compliant with evolving regulations. The NDF team is a
very capable, client-oriented organization and we look forward to
working with them to capitalize on our growth opportunities in
Japan. Interactive Data plans to build on NDF�s strengths of
high-quality services, in-depth market knowledge and responsive
client support to expand the range of content and services that we
can provide to Japanese financial institutions.� Based on the
unaudited financial statements provided to Interactive Data, NDF
generated revenue for the fiscal year ended March 31, 2008 of
approximately $11.7 million with operating expenses of
approximately $8.8 million, which includes depreciation and $4.4
million in royalties payable to Interactive Data Corporation. Based
on the contractual parameters of Interactive Data�s existing
relationship with NDF, royalty revenue generated through NDF has
been classified as U.S. revenue for the Company. Following the
completion of the acquisition, all NDF revenue will be included in
the Company�s Asia-Pacific revenue. NDF�s historical financial
statements were not prepared in accordance with U.S. GAAP and thus
future measures of NDF�s results prepared in accordance with U.S.
GAAP could be materially different from NDF�s historical results.
Assuming the transaction closes before the end of 2008, Interactive
Data anticipates that the transaction will not have a material
impact on 2008 results. The transaction is expected to be cash flow
positive but earnings neutral in 2009, and, through a combination
of planned revenue growth and operational synergies, accretive to
earnings in 2010. At the initial closing, Interactive Data will
acquire 64% of NDF from NTT DATA Corporation for 1.9 billion yen
(or approximately U.S. $20.2 million based on current foreign
exchange rates) in cash and NTT DATA Corporation will retain a 10%
interest in NDF. At that time, minority shareholders, who
collectively own 26% of NDF, will also be able to tender their
shares. Interactive Data plans to work with NTT DATA Corporation
for a smooth transition of the business in Japan and to acquire the
remaining equity of NDF over the coming years. The purchase price
to acquire 100% of NDF will be 3.0 billion yen (or approximately
U.S. $31.6 million assuming constant foreign exchange rates) in
cash. Interactive Data Corporation Forward-looking and Cautionary
Statements This press release contains certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and Federal securities laws, and is subject to
the safe-harbor created by such Act and laws. Forward-looking
statements include all statements that are not historical and
include our statements discussing our goals, beliefs, strategies,
objectives, plans, prospects and opportunities, and our statements
relating to (i) the fact that the initial closing or the subsequent
closing of the minority interests may not occur on a timely basis
or at all; (ii) our ability to successfully integrate the NDF
business; (iii) our ability to retain key employees of NDF; (iv)
the fact that since NDF�s historical financial statements were not
prepared in accordance with U.S. GAAP, future NDF results, prepared
in accordance with U.S. GAAP, could differ materially from NDF�s
historical results; (v) the anticipated impact of the NDF business
on our business, including any impact on our earnings; (vi) our
plans to expand the services we offer in Japan, and (vii) our
ability to further expand our business in Japan and the Asia
Pacific market . These statements are subject to known and unknown
risks, uncertainties, assumptions, and other factors that may cause
actual results to be materially different from those contemplated
by the forward-looking statements. Such factors include: (i) the
fact that the acquisition may not close on a timely basis or at
all, (ii) our ability to successfully integrate the NDF business,
(iii) our ability to retain key employees of NDF, and other factors
identified in our most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission. We undertake no obligation to update these
forward-looking statements. About Interactive Data Corporation
Interactive Data Corporation (NYSE: IDC) is a leading global
provider of financial market data, analytics and related services
to financial institutions, active traders and individual investors.
The Company's businesses supply real-time market data,
time-sensitive pricing, evaluations and reference data for millions
of securities traded around the world, including hard-to-value
instruments. Many of the world's best-known financial service and
software companies subscribe to the Company's services in support
of their trading, analysis, portfolio management and valuation
activities. Through its businesses, Interactive Data Pricing and
Reference Data, Interactive Data Real-Time Services, Interactive
Data Fixed Income Analytics, and eSignal, the Company has
approximately 2,300 employees in offices located throughout North
America, Europe, Asia and Australia. The Company is headquartered
in Bedford, Mass. Pearson plc (NYSE: PSO; LSE: PSON), an
international media company, whose businesses include the Financial
Times Group, Pearson Education, and the Penguin Group, is
Interactive Data Corporation's majority stockholder. Interactive
Data Corporation is celebrating its 40th anniversary in 2008. For
more information about Interactive Data Corporation and its
businesses, please visit www.interactivedata.com.
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