Recommended cash offer - Squeeze-Out (0906G)

TIDMGO.

RNS Number : 0906G

SS&C Technologies Hldgs Inc

25 June 2012

 
 PRESS RELEASE 
 

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 SUCH JURISDICTION

For Immediate Release

25 June 2012

Contact

E-mail: [e-mail]

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") - SQUEEZE-OUT -

WINDSOR, CT / Luxembourg 25 June 2012 - 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 31 May 2012 Bidco announced that all of the Conditions to the Offer were satisfied or waived and the Offer was declared wholly unconditional.

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.

Closing of Offer

On 11 June 2012 Bidco announced the Offer would close to further acceptances at 1.00 p.m. (London time) / 2.00 p.m. (CET) on 25 June 2012, with no further extensions to the Offer. Accordingly, the Offer is now closed as of 1.00 p.m. (London time) / 2.00 p.m. (CET).

Squeeze-out

As at 1.00 p.m. (London time) / 2.00 p.m. (CET) on 25 June 2012 Bidco had received valid acceptances under the Offer in respect of 110,467,429 GlobeOp Shares representing approximately 99.95 per cent. of (i) the capital carrying voting rights in GlobeOp and (ii) the voting rights in GlobeOp.

Accordingly, now that the Offer has closed, Bidco announces that it is exercising its squeeze-out right pursuant to article 15 of the law of 19 May 2006 on takeover bids pursuant to which it will acquire by way of law, and on the same terms as the Offer, the remaining GlobeOp Shares in respect of which the Offer has not been accepted. As a result, the GlobeOp Shares held by the remaining GlobeOp Shareholders will be acquired at the fair price in accordance with article 15 (5) 2(nd) paragraph of the law of 19 May 2006 on takeover bids of 485 pence per GlobeOp Share in cash by BidCo on 9 July 2012, being the tenth business day following the Offer closing. As a result of the exercise of the squeeze-out right by Bidco, title to the remaining GlobeOp Shares will be transferred as a matter of law to Bidco as at 1.00 p.m. (London time) / 2.00 p.m. (CET) on 9 July 2012.

Squeeze-Out of GlobeOp Shares in Registered Form

The squeeze-out of the remaining shareholders of GlobeOp will be exercised in the case of Shares by payment of 485 pence per GlobeOp Share in cash by cheque drawn on Royal Bank of Scotland, London City Office, EC2R 8LA despatched by first class post to all remaining shareholders or their appointed agents, if any, on 9 July 2012.

For the purpose of the transfer of the ownership in the GlobeOp Shares in registered form from the remaining shareholders to BidCo, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ (the "Receiving Agent") will on 9 July 2012 receive a duly completed and signed transfer form from BidCo and transfer all the GlobeOp Shares in registered form of the remaining GlobeOp Shareholders to BidCo.

Squeeze-Out of GlobeOp DIs

The squeeze-out of the remaining GlobeOp Shareholders will be exercised in the case of GlobeOp DIs by payment of 485 pence per GlobeOp DI by means of a CREST payment in favour of the remaining GlobeOp Shareholders' payment bank in accordance with CREST payment arrangements on 9 July 2012.

For the purpose of the transfer of the ownership in the GlobeOp DIs from the remaining GlobeOp Shareholders to BidCo, the Receiving Agent will on 9 July 2012 upon direction of BidCo transfer all GlobeOp DIs of the remaining GlobeOp Shareholders from those shareholders' respective accounts to an escrow account and instruct Computershare Investor Services to withdraw and transfer the GlobeOp Shares represented by such GlobeOp DIs to BidCo in order to register BidCo as the direct holder of the GlobeOp Shares in the shareholder register of GlobeOp.

Consignation

In accordance with the law of 29 April 1999 on consignments to the State and applicable Grand-Ducal regulations, funds which could not be transferred to the remaining shareholders will be transferred to the Caisse de Consignation, c/o Tresorie de l'Etat, 3, rue du St-Esprit, L-1475 Luxembourg in Luxembourg and remain available to the remaining shareholders for a period of thirty years.

Actions to be taken

GlobeOp Shareholders do not need to take any action. In case of enquiries please call the Shareholder Helpline under the number 0870 873 5868.

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 were 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 midday on 26 June 2012.

This information is provided by RNS

The company news service from the London Stock Exchange

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