Interactive Data Corporation (NYSE: IDC), a leading provider of
financial market data, analytics and related solutions, today
announced that it has entered into a definitive agreement to be
acquired by investment funds managed by Silver Lake and Warburg
Pincus in a transaction with a total value of $3.4 billion.
The agreement was unanimously approved by the Interactive Data
Board of Directors, taking into consideration the recommendation of
the Special Committee composed solely of the Company’s four
independent directors. This Special Committee was formed as part of
the previously disclosed review of strategic alternatives that was
conducted by Interactive Data’s Board of Directors. In addition,
Pearson plc, Interactive Data’s majority stockholder, has formally
approved the transaction.
Under the agreement, Interactive Data’s stockholders will
receive $33.86 in cash for each share of Interactive Data common
stock they own. This represents a premium of approximately 32.9
percent over the closing share price on Thursday, January 14, 2010,
the last trading day before the Company announced that its Board of
Directors was conducting a review of strategic alternatives.
Completion of the transaction is expected to occur by the end of
the third quarter of 2010, following regulatory approvals and other
customary closing conditions.
Rona Fairhead, chairman of Interactive Data’s board of
directors, said: “This transaction enables Interactive Data’s
shareholders to realize substantial value and provides the company
with partners who are committed to supporting its global expansion.
Interactive Data has an outstanding team of more than 2,400 people
and the Board thanks them sincerely for their skill and commitment
in serving our customers and building the Company over many years.
With the support of Silver Lake and Warburg Pincus, I am confident
that Interactive Data will take full advantage of its strong market
position and the changes in technology and regulations that are
shaping its industry.”
“Today’s announcement is a very positive outcome for
stockholders, customers and employees,” said Ray D’Arcy,
Interactive Data’s president and chief executive officer. “Pearson
has been a valuable, supportive partner to Interactive Data over
the years as we expanded our business globally. Transitioning our
ownership structure will mark an exciting, new chapter in
Interactive Data’s development. With the backing of Silver Lake and
Warburg Pincus, we look forward to accelerating our momentum and
further enhancing our capabilities, delivery platforms and
technical infrastructure. I believe that the collective experience
and expertise of these firms in the financial services and
technology sectors will enable us to take our Company to a new
level in terms of our size, capabilities and stature in the
industry.”
Mike Bingle, Managing Director of Silver Lake, commented,
"Interactive Data is an innovative leader in the information
services industry, and our investment is a compelling addition to
Silver Lake's portfolio of premier technology-enabled companies.
Interactive Data and the services it provides are essential to
enhancing efficiency and transparency in the flow of global
financial data."
Joe Osnoss, Managing Director of Silver Lake, added, “Silver
Lake and Warburg Pincus both have significant experience investing
in market-leading companies at the intersection of financial
services and technology. Interactive Data is particularly
well-positioned as a global financial technology growth platform,
and we expect a strong partnership between our firms and
Interactive Data’s customers and employees in pursuing this
opportunity.”
Jim Neary, Managing Director at Warburg Pincus, commented, “This
acquisition aligns well with our financial technology and
information investment theses; Interactive Data is a market leader
that provides critical data to its customers. We look forward to
partnering with them, and Silver Lake, as the Company continues to
grow and expand its footprint.”
Cary Davis, Managing Director at Warburg Pincus, added,
“Interactive Data, an independent source of pricing data, is
regarded as ‘the gold standard’ by its customers. The information
provided by Interactive Data has increased in importance following
the market crisis, and will continue to do so as the demand for
transparency intensifies.”
Following the completion of the transaction, Interactive Data
will remain headquartered in Bedford, Massachusetts and maintain
its offices around the world. The Company will continue to be led
by its senior management team and expects to continue expanding its
workforce over time.
As Interactive Data’s majority stockholder, Pearson has executed
a written consent to approve the transaction, thereby providing the
required stockholder approval for this transaction. No further
action by non-Pearson stockholders is required to approve this
transaction. Please refer to the “Additional Information and Where
to Find It” section below for further details about relevant
information about this transaction that will be made available to
all investors and stockholders.
The transaction has fully committed financing, consisting of a
combination of equity to be invested by Silver Lake and Warburg
Pincus and debt financing to be provided by Bank of America Merrill
Lynch, Barclays Bank PLC, Credit Suisse Securities (USA) LLC and
UBS Investment Bank. Silver Lake and Warburg Pincus are equal
equity partners in this transaction.
Goldman, Sachs & Co. acted as financial advisor to the
Company, and Morgan, Lewis & Bockius LLP acted as legal advisor
to the Company.
Foros acted as financial advisor to the Special Committee of the
Board, and Cleary Gottlieb Steen & Hamilton LLP acted as legal
advisor to the Special Committee.
Credit Suisse Securities (USA) LLC acted as lead financial
advisor, Barclays Capital Inc., Morgan Stanley and UBS Investment
Bank acted as financial advisors and Simpson Thacher & Bartlett
LLP acted as legal advisor to Silver Lake and Warburg Pincus.
Future Dividends
Under the terms of the agreement announced today, Interactive
Data is prohibited from declaring future regular quarterly
dividends or any special dividends to stockholders.
2010 Annual Meeting of Stockholders
In light of today’s announcement, Interactive Data announced
that it will postpone its 2010 Annual Meeting until further notice.
The 2010 Annual Meeting had been previously scheduled for Tuesday,
May 25, 2010 at 10:00 a.m. in Boston, Massachusetts.
First-Quarter 2010 Financial Results
Interactive Data also announced today that the Company plans to
issue its first-quarter 2010 financial results before the market
opens on Monday, May 10, 2010.
Forward-Looking Statements
This communication contains forward-looking statements that
involve numerous risks and uncertainties. The statements contained
in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Exchange Act of 1934, as amended, including, without
limitation, statements regarding the expected benefits and closing
of the proposed merger, the management of Interactive Data and
Interactive Data’s expectations, beliefs and intentions. All
forward-looking statements included in this communication are based
on information available to Interactive Data on the date hereof. In
some cases, you can identify forward-looking statements by
terminology such as “may,” “can,” “will,” “should,” “could,”
“expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “predicts,” “potential,” “targets,” “goals,”
“projects,” “outlook,” “continue,” “preliminary,” “guidance,” or
variations of such words, similar expressions, or the negative of
these terms or other comparable terminology. No assurance can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on Interactive Data’s results of operations
or financial condition. Accordingly, actual results may differ
materially and adversely from those expressed in any
forward-looking statements. Neither Interactive Data nor any other
person can assume responsibility for the accuracy and completeness
of forward-looking statements. There are various important factors
that could cause actual results to differ materially from those in
any such forward-looking statements, many of which are beyond
Interactive Data’s control. These factors include: failure to
obtain, delays in obtaining or adverse conditions contained in any
required regulatory or other approvals; failure to consummate or
delay in consummating the transaction for other reasons; changes in
laws or regulations; and changes in general economic conditions.
Interactive Data undertakes no obligation (and expressly disclaims
any such obligation) to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. For additional information please refer
to Interactive Data’s most recent Form 10-K, 10-Q and 8-K reports
filed with the SEC.
Additional Information and Where To Find It
In connection with the transaction, Interactive Data will file
an information statement with the SEC. The information statement
will be mailed to stockholders of Interactive Data. INVESTORS
AND STOCKHOLDERS ARE ADVISED TO READ THE INFORMATION STATEMENT AND
OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT INTERACTIVE DATA AND THE
MERGER. Investors and stockholders may obtain free copies of
these documents (when they are available) and other documents filed
with the SEC at the SEC’s web site at www.sec.gov. In addition, the
documents filed by Interactive Data with the SEC may be obtained
free of charge by contacting Andrew M. Kramer, Director of Investor
Relations for Interactive Data at 781-687-8306, by electronic mail
at investorrelations@interactivedata.com or by mail at Interactive
Data Corporation, 32 Crosby Drive, Bedford, MA 01730 - Attention
Andrew Kramer, Investor Relations. Interactive Data’s filings with
the SEC are also available on its website at
www.interactivedata.com/secfilings.
Information regarding the interests of Interactive Data’s
directors and executive officers in the transaction described
herein will be included in the information statement described
above. Additional information regarding these directors and
executive officers is also included in Interactive Data's proxy
statement for its 2010 Annual Meeting of Stockholders, which was
filed with the SEC on April 15, 2010. Investors and stockholders
may obtain free copies of these documents (when they are available)
and other documents filed with the SEC at the SEC’s web site at
www.sec.gov. In addition, the documents filed by Interactive Data
with the SEC may be obtained free of charge by contacting Andrew M.
Kramer, Director of Investor Relations for Interactive Data, at
781-687-8306, by electronic mail at
investorrelations@interactivedata.com or by mail at Interactive
Data Corporation, 32 Crosby Drive, Bedford, MA 01730 – Attention
Andrew Kramer, Investor Relations. Interactive Data’s filings with
the SEC are also available on its website at
www.interactivedata.com/secfilings.
About Interactive Data Corporation
Interactive Data Corporation is a trusted leader in financial
information. Thousands of financial institutions and active
traders, as well as hundreds of software and service providers,
subscribe to its fixed income evaluations, reference data,
real-time market data, trading infrastructure services, fixed
income analytics, desktop solutions and web-based solutions.
Interactive Data’s offerings can help clients around the world with
mission-critical functions, including portfolio valuation,
regulatory compliance, risk management, electronic trading and
wealth management. Interactive Data is headquartered in Bedford,
Massachusetts and has more than 2,400 employees in offices
worldwide. Pearson plc (NYSE: PSO; LSE: PSON), an international
media company, is Interactive Data’s majority stockholder.
About Silver Lake
Silver Lake is a global investment firm focused on
technology, technology-enabled and related
growth industries. The firm's 90 investment
professionals are located across the Americas, Europe and Asia
and have extensive technology investing and operating
expertise. Silver Lake's sector specialization enables
the firm to invest with the strategic insights of an experienced
industry participant and to serve as a value-added partner to
portfolio company executives. Silver Lake manages $14 billion
across its large-cap, middle-market and credit investment
strategies and has invested behind the growth of numerous
financial technology and information services leaders including
Ameritrade, Gartner, Gerson Lehrman Group, Instinet, IPC
Systems, Island ECN, Mercury Payment Systems, NASDAQ OMX and
SunGard Data Systems. For more information, please visit
www.silverlake.com.
About Warburg Pincus
Warburg Pincus is a leading global private equity firm. The firm
has more than $30 billion in assets under management. Its
active portfolio of more than 110 companies is highly diversified
by stage, sector and geography. Warburg Pincus is a growth investor
and an experienced partner to management teams seeking to build
durable companies with sustainable value. Founded in 1966, Warburg
Pincus has raised 12 private equity funds which have invested more
than $35 billion in approximately 600 companies in more than 30
countries. Warburg Pincus has invested more than $10 billion
in technology, media and telecommunications including investments
in FIS (NYSE:FIS), Nuance (NASDAQ:NUAN), and Wall Street Systems.
The firm has offices in Beijing, Frankfurt, Hong Kong, London,
Mumbai, New York, San Francisco, São Paulo, Shanghai and Tokyo. For
more information, please visit www.warburgpincus.com
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