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: InvestorRelations@sscinc.com
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
END
STRSEFFLIFESEEM
Globeop (LSE:GO.)
過去 株価チャート
から 5 2024 まで 6 2024
Globeop (LSE:GO.)
過去 株価チャート
から 6 2023 まで 6 2024