FCA approves ION-Fidessa deal

Maria Nikolova

The UK regulator has determined to approve the proposed acquisition of Fidessa by ION Bidco.

Approximately three months after Fidessa Group plc (LON:FDSA), a provider of trading, investment and information solutions to the financial services sector, decided to recommend the offer made by ION Bidco, an indirect wholly owned subsidiary of ION Investment Group Limited, the deal has secured the nod of approval of the UK Financial Conduct Authority.

In a filing with the London Stock Exchange earlier today, Fidessa confirms that the FCA “has determined to approve the acquisition by ION Bidco of, or increase in control by ION Bidco with respect to, Fidessa plc and Fidessa Buy-Side Limited on terms reasonably satisfactory to ION Bidco”.

There are more conditions to satisfy before the deal is completed, including the receipt of antitrust clearance from the UK Competition and Markets Authority (CMA). In June this year, the CMA invited comments on the proposed deal. The deadline for submissions (July 2nd) has passed and the decision is expected on August 13, 2018.

Under the terms of the offer, Fidessa Shareholders are entitled to receive £38.703 in cash for each Fidessa Share. This values the entire issued and to be issued share capital of Fidessa at approximately £1.5 billion on the basis of a fully diluted share capital of 39,133,650 Fidessa Shares.

In addition, qualifying Fidessa shareholders will be entitled to receive and retain a final dividend and a special dividend in respect of the year ended December 31, 2017 together amounting to 79.7 pence in aggregate per Fidessa Share. In aggregate, Qualifying Fidessa Shareholders will receive £39.50 for each Fidessa Share, comprising the cash consideration and the Dividend.

The Offer implies an enterprise value multiple of approximately 4.7x Fidessa’s recurring revenue and 25.9x Cash EBITDA for the year to end-December 2017.

ION Bidco has stated that it believes Fidessa represents an attractive opportunity to invest in a well-established business with a strong position in equities and derivatives trading solutions.

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