TIDMGO.
RNS Number : 4927E
SS&C Technologies Hldgs Inc
31 May 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
31 May 2012
RECOMMENDED CASH OFFER
by
SS&C Technologies Holdings Europe S.a r.l. ("Bidco")
an indirect wholly owned subsidiary of
SS&C Technologies Holdings, Inc. ("SS&C")
for
GlobeOp Financial Services S.A. ("GlobeOp")
OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL AND
DELISTING
Introduction
On 14 March 2012 the board of Bidco and the independent
directors of GlobeOp announced that they had agreed on the terms of
a recommended cash offer to be made by Bidco to acquire the entire
issued and to be issued share capital of GlobeOp (the "Offer"). The
full terms and conditions of the Offer and the procedures for
acceptance were set out in the offer document issued by Bidco on 26
March 2012 (the "Offer Document").
On 15 May 2012 Bidco announced that, as at 1.00 p.m. (London
time) on 14 May 2012, it had received valid acceptances
representing approximately 76.8 per cent. of the existing issued
share capital of GlobeOp, the Acceptance Condition had been
satisfied and the Offer had become unconditional as to
acceptances.
Other than as expressly set out in this announcement,
capitalised terms used in this announcement shall have the meaning
given to them in the Offer Document.
Offer declared wholly unconditional
Bidco has now received formal approval from the Cayman Islands
Monetary Authority of the acquisition of GlobeOp Financial Services
(Cayman) Limited by Bidco and any relevant affiliate of Bidco.
Accordingly, Bidco announces that all of the Conditions to the
Offer have now been satisfied or waived and the Offer is declared
wholly unconditional.
The Offer, which remains subject to the remaining terms set out
in the Offer Document, remains open until further notice and at
least 14 days' notice will be given of the closing of the
Offer.
Level of acceptances
As at 30 May 2012 Bidco had received valid acceptances of the
Offer in respect of 82,863,536 GlobeOp Shares representing
approximately 76.9 per cent. of the existing issued share capital
of GlobeOp.
So far as Bidco is aware, none of the acceptances have been
received from persons acting in concert with Bidco. No irrevocable
commitments or letters of intent have been procured by Bidco or any
person acting in concert with it. Accordingly, none of the
acceptances received were in respect of GlobeOp Shares subject to
any such irrevocable commitment or letter of intent.
The percentages of GlobeOp Shares referred to in this
announcement are based upon a figure of 107,707,351 GlobeOp Shares
as disclosed by GlobeOp in its latest Rule 2.10 announcement
released on 21 May 2012.
Settlement
The consideration to which any GlobeOp Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received on or before the date of this announcement, on
or before 14 June 2012; and (ii) in the case of valid acceptances
received after the date of this announcement but while the Offer
remains open for acceptance, within 14 days of such receipt, in
each case in the manner described in the Offer Document.
Delisting and squeeze-out
As Bidco is in receipt of valid acceptances in respect of more
than 75 per cent. of the existing issued share capital of GlobeOp
and the Offer has been declared wholly unconditional, the 20
Business Days' notice period for the cancellation of the admission
to trading of GlobeOp Shares on the London Stock Exchange's market
for listed securities and the admission to listing of such
securities on the UKLA's Official List has commenced. It is
anticipated that cancellation of listing and trading will take
effect no earlier than 8.00 a.m. (London time) on 2 July 2012.
Delisting will significantly reduce the liquidity and
marketability of any GlobeOp Shares and/or GlobeOp DIs not assented
to the Offer.
If Bidco receives valid acceptances under the Offer in respect
of GlobeOp Shares representing not less than 95 per cent. of (i)
the capital carrying voting rights in GlobeOp and (ii) the voting
rights in GlobeOp, Bidco intends to exercise its squeeze-out right
pursuant to the Takeovers Law (at the direction of the CSSF)
pursuant to which it may acquire compulsorily, and on the same
terms as the Offer, the remaining GlobeOp Shares in respect of
which the Offer has not been accepted.
Actions to be taken
GlobeOp Shareholders who have not yet accepted the Offer are
urged to do so immediately.
If you are a holder of GlobeOp DIs (in CREST), you should ensure
that your TTE instruction is settled in accordance with the
instructions set out in the Offer Document.
If you hold your GlobeOp Shares in registered form (that is, not
in CREST), you should complete and return the Form of Acceptance,
which accompanied the Offer Document, in accordance with the
instructions set out in the Offer Document.
Interests in GlobeOp Shares
On 29 May 2012 (being the latest practicable date prior to the
publication of this announcement), neither Bidco, nor any person
acting in concert with Bidco, is interested in, has any rights to
subscribe for any relevant securities of GlobeOp nor does any such
person have any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative or any arrangement in relation to any relevant
securities of GlobeOp. For these purposes, "arrangement" includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant
securities of GlobeOp and any borrowing or lending of any relevant
securities of GlobeOp which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to any relevant securities of GlobeOp.
Enquiries
Deutsche Bank (Financial Adviser
and Corporate Broker to SS&C)
Omar Faruqui
James Ibbotson
James Agnew (Corporate Broking) + 44 (0) 20 7545 8000
RLM Finsbury + 44 (0) 20 7251 3801
Faeth Birch + 44 (0) 7768 943 171
Sarah Heald + 44 (0) 7771 982 101
Further information
This announcement does not constitute, and must not be construed
as, an offer to sell or an invitation to purchase or subscribe for
any securities or the solicitation of an offer to purchase or
subscribe for any securities, pursuant to the Offer or otherwise.
The full terms and conditions of the Offer, including details of
how the Offer may be accepted, are set out in the Offer
Document.
The release, publication or distribution of this announcement in
certain jurisdictions may be affected by the laws of relevant
jurisdictions. Persons who are subject to the laws of any
jurisdiction other than the United Kingdom, Luxembourg or the
United States or are not resident in the United Kingdom, Luxembourg
or the United States will need to inform themselves about, and
observe, any applicable requirements. This announcement has been
prepared for the purpose of complying with English and Luxembourg
law and the information disclosed may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside the United Kingdom and Luxembourg.
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.
Publication on Website
This announcement will be available on SS&C's website at
www.ssctech.com and on GlobeOp's website at www.globeop.com by no
later than 12 noon on 1 June 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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