Bisys (NYSE:BSG)
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BISYS, a leading provider of outsourcing solutions for the financial
services industry, announced today that it has completed its previously
disclosed settlement with the Securities and Exchange Commission (SEC)
with respect to the SEC’s investigation into
its 2004 and 2005 restatements.
Under the settlement, the Company has agreed, without admitting or
denying any wrongdoing, to refrain from future violations of the
reporting, books and records and internal control provisions of the
federal securities laws and related SEC rules. As previously disclosed,
the Company will pay $25.1 million in disgorgement and prejudgment
interest, which amount was placed in escrow in January 2007 as part of
the settlement. This settlement concludes the SEC’s
investigation of this matter with respect to the Company.
"Led by the Audit Committee, our Board and management have cooperated
fully with the SEC staff and we are pleased to have reached this
resolution, which we believe is in the best interest of BISYS and its
shareholders,” said Robert Casale, Chairman,
and Interim CEO and President of BISYS. “We
have improved controls and procedures in our accounting practices,
replaced key individuals throughout the firm, and worked to foster high
ethical standards and produce reliable financial reporting for our
shareholders.”
About BISYS
The BISYS Group, Inc. (NYSE: BSG) provides outsourcing solutions that
enable investment firms and insurance companies to more efficiently
serve their customers, grow their businesses, and respond to evolving
regulatory requirements. Its Investment Services group provides
administration and distribution services for mutual funds, hedge funds,
private equity funds, retirement plans, separately managed accounts, and
other investment products. Through its Insurance Services group,
BISYS is the nation’s largest independent
wholesale distributor of life insurance and a leading independent
wholesale distributor of commercial property/casualty insurance,
long-term care, disability, and annuity products.
Except for the historical information contained herein, the matters
discussed in the press release are forward-looking statements within the
meaning of the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on management's current reasonable expectations and are subject to
certain assumptions, risks, uncertainties and changes in circumstances
due to future events as well as changes in economic, competitive,
regulatory and/or technological factors affecting BISYS’
business, including, without limitation, the impact of the Company’s
proposed merger with Citibank N.A, and the outcome of pending and
future litigation involving the Company. More detailed information about
risk factors that could cause actual results to differ materially are
noted in BISYS’ periodic filings with the
Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended June 30, 2006 and quarterly report on Form 10-Q
for the quarter ended March 31, 2007. These documents can be accessed on
BISYS’ website at www.bisys.com
under the “Investor Relations”
tab. Forward-looking statements are only predictions, not guarantees of
performance, and speak only as of the date they are made. BISYS
disclaims any obligation to update or amend these statements in light of
new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This release may be deemed to be soliciting material in respect of
the proposed merger of BISYS and Citibank N.A. In
connection with the proposed merger and required stockholder approval,
BISYS will file with the Securities and Exchange Commission (the "SEC")
a proxy statement. The proxy statement will be mailed to BISYS
stockholders and will contain information about BISYS, the proposed
merger and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION
ABOUT THE MERGER. In addition to receiving the proxy
statement from BISYS by mail, stockholders will be able to obtain the
proxy statement, as well as other filings containing information about
BISYS, without charge, from the SEC's website (http://www.sec.gov)
or, without charge, from BISYS at www.bisys.com.
PARTICIPANTS IN SOLICITATION
BISYS and its directors and executive officers and certain other
members of management may be deemed to be participants in the
solicitation of proxies in connection with the merger. Information
concerning BISYS' participants is set forth in BISYS’
Annual Report on Form 10-K for the fiscal year ended June 30, 2006,
which was filed with the SEC on December 18, 2006. Additional
information regarding the interests of participants of BISYS in the
solicitation of proxies in connection with the merger will be included
in the proxy statement to be filed with the SEC. BISYS’
press releases and other Company information are available at BISYS’
website located at www.bisys.com.