Blue Prism Group PLC Acquisition (9632E)

TIDMPRSM

RNS Number : 9632E

Blue Prism Group PLC

16 March 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

16 MARCH 2022

RECOMMED CASH ACQUISITION

OF

BLUE PRISM GROUP PLC ("BLUE PRISM")

by

BOLT BIDCO LIMITED ("BIDCO")

( a wholly owned indirect subsidiary of SS&C Technologies Holdings, Inc. ("SS&C") )

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

SCHEME BECOMES EFFECTIVE

On 1 December 2021, the boards of Blue Prism and SS&C announced they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Blue Prism by Bidco (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme was published and posted to Blue Prism Shareholders on 16 December 2021 (the "Scheme Document").

On 13 January 2022, Blue Prism announced that the relevant resolutions to approve the Scheme were passed by Scheme Shareholders and Blue Prism Shareholders at the Court Meeting and General Meeting respectively. On 21 February 2022, Blue Prism announced the satisfaction of all Conditions relating to mandatory regulatory and antitrust clearances and, on 14 March 2022, Blue Prism announced that the High Court of Justice in England and Wales (the "Court") had issued the Court Order sanctioning the Scheme under section 899 of the Companies Act 2006.

Blue Prism is pleased to announce that the Scheme has now become Effective in accordance with its terms, following the delivery of the Court Order to the Registrar of Companies earlier today. Accordingly, the recommended cash acquisition of Blue Prism by Bidco has now completed.

Settlement of Consideration

The latest date for the despatch of cheques to Blue Prism Shareholders and settlement through CREST for cash consideration due under the Scheme is 30 March 2022.

Under the terms of the Scheme, holders of Scheme Shares on the register of members of Blue Prism at the Scheme Record Time (6:00 p.m. (London time) on 15 March 2022) will be entitled to receive 1,275 pence for each Scheme Share held.

Suspension and cancellation of listing and trading

Dealings in Blue Prism Shares were suspended with effect from 7.30 a.m. (London time) today, 16 March 2022. Applications have been made to the London Stock Exchange in relation to the cancellation of the admission to trading of Blue Prism Shares on the AIM market of the London Stock Exchange (the "De-listing"), which is expected to take place with effect from 7.00 a.m. (London time) tomorrow, 17 March 2022 (the "De-listing Time").

Board changes

As the Scheme has now become Effective, Blue Prism announces that Jason Kingdon, Kenneth Lever, Christopher Batterham, Rachel Mooney, Maurizio Carli and Murray Rode have tendered their resignations as directors of Blue Prism. Kenneth Lever, Christopher Batterham, Rachel Mooney, Maurizio Carli and Murray Rode will step down from the Board of Blue Prism effective from today's date. Jason Kingdon will step down from the Board of Blue Prism subject to and conditional upon the De-Listing, and effective from, the De-listing Time.

Blue Prism further announces that Patrick Pedonti, Michael Megaw and Adam Girard have consented to act as directors of Blue Prism and will be appointed to the Board of Blue Prism subject to and conditional upon the De-Listing, and effective from, the De-listing Time.

Dealing disclosures

The Company is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Blue Prism's website at: https://investors.blueprism.com/offer-for-blue-prism-group-ssc.

Enquiries

 
 Blue Prism 
  Tom Hull, Head of Investor Relations        [phone] 
 Brunswick Group LLP (PR adviser to Blue 
  Prism) 
  Caroline Daniel 
  Diana Vaughton 
  Imran Jina                                  [phone] 
 Qatalyst Partners (Lead Financial Adviser 
  and Rule 3 Adviser to Blue Prism) 
  Jason DiLullo 
  Peter Spofforth                             [phone] 
 BofA Securities (Joint Financial Adviser 
  and Corporate Broker to Blue Prism) 
  James Robertson 
  Oliver Elias 
  Alex Newman                                 [phone] 
 Investec Bank (Joint Financial Adviser, 
  Corporate Broker and Nominated Adviser 
  to Blue Prism) 
  Carlton Nelson 
  Ben Griffiths 
  Sebastian Lawrence                          [phone] 
 

Important Notices

Qatalyst Partners, which is authorised in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Blue Prism and no one else in connection with the matters set out herein and will not be acting for any other person and will not be responsible to any person other than Blue Prism for providing the protections afforded to clients of Qatalyst Partners or for advising any other person in relation to the matters set out herein. Neither Qatalyst nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Qatalyst in connection with any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Qatalyst Partners as to the contents of this announcement.

Investec Bank is authorised by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation Authority and the Financial Conduct Authority. Investec Bank is acting for Blue Prism and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of the Scheme Document) as a client in relation to the matters referred to in the Scheme Document and will not be responsible to anyone other than Blue Prism for providing the protections afforded to Investec Bank's clients, nor for providing advice in connection with any other matter, transaction or arrangement in relation to the matters set out herein. Neither Investec Bank nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec Bank in connection any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Investec Bank as to the contents of this announcement.

BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Blue Prism in connection with the matters set out herein and for no one else and will not be responsible to anyone other than Blue Prism for providing the protections afforded to its clients or for providing advice in connection with any other matter, transaction or arrangement in relation to the matters set out herein. Neither BofA Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by BofA Securities as to the contents of this announcement.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which contains the full terms and conditions of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Blue Prism Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Blue Prism Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Acquisition to Blue Prism Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition is not being made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement, the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement, the Scheme Document and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Financial Conduct Authority.

Further details in relation to Blue Prism Shareholders in overseas jurisdictions are contained in the Scheme Document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme Document has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US Blue Prism Shareholder as consideration for the transfer of its Blue Prism Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Blue Prism Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US Blue Prism Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Blue Prism is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US Blue Prism Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Blue Prism Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of BofA Securities and Investec Bank will continue to act as a connected exempt principal trader in Blue Prism Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com .

Forward Looking Statements

This announcement, the Scheme Document (including information incorporated by reference in the Scheme Document), oral statements made regarding the Acquisition, and other information published by SS&C, Bidco or Blue Prism contain statements about the SS&C Group and the Blue Prism Group that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the SS&C Group's, Bidco Group's or the Blue Prism Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the SS&C Group's or the Blue Prism Group's business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, SS&C and Blue Prism about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither Bidco nor Blue Prism, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the SS&C Group or the Blue Prism Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Bidco and Blue Prism expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Profit forecasts, or estimates or quantified financial benefits statements

The Blue Prism Profit Forecast is a profit forecast for the purposes of Rule 28 of the Takeover Code. The Blue Prism Profit Forecast, the assumptions and basis of preparation on which the Blue Prism Profit Forecast is based and the Blue Prism Directors' confirmation, as required by Rule 28.1 of the Takeover Code, are set out in the Scheme Document.

Other than in respect of the Blue Prism Profit Forecast, no statement in this announcement or the Scheme Document is intended as a profit forecast, estimate or quantified financial benefits statement for any period and no statement in this announcement or the Scheme Document should be interpreted to mean that earnings or earnings per share for Blue Prism for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Blue Prism.

For the purposes of Rule 28 of the Takeover Code the Blue Prism Profit Forecast contained in the Scheme Document is the responsibility of Blue Prism and the Blue Prism Directors.

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END

ACQUNUKRUBUOARR

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March 16, 2022 05:32 ET (09:32 GMT)