Fidessa receives more acquisition approaches
The two separate third parties are each considering making an offer for Fidessa at a premium to the Temenos’ offer, received in February this year.
Fidessa Group plc (LON:FDSA), a provider of trading, investment and information solutions to the financial services sector, has just filed an announcement with the London Stock Exchange, saying that the company has received approaches from two separate third parties.
Each of these third parties are considering making an offer for Fidessa at a premium to the Temenos offer announced on February 21, 2018. Let’s recall that under the Temenos Offer, Fidessa shareholders would receive in aggregate £36.467 per share in cash, comprising £35.67 cash consideration from Temenos and the £0.797 Dividend.
Under the terms of one of the possible offers (the “Party A Possible Offer”), Fidessa Shareholders would receive in aggregate £38.297 for each Fidessa Share comprising £37.50 cash consideration and the £0.797 Dividend. The Party A Possible Offer represents a 5.0% premium to the Temenos Offer.
Talks with the third parties continue and there can be no certainty that a formal offer from either will be forthcoming or as to the terms of any such offer.
Given the new approaches, the Fidessa Board believes it is in Fidessa shareholders’ interest to adjourn the Scheme Court Meeting and General Meeting called for April 5, 2018 to approve the Temenos Offer in order to explore in more detail the possible alternative offers.
Fidessa reiterates that the Temenos Offer will not lapse as a result of today’s announcement or the adjournment of the Scheme Court Meeting and the General Meeting. However, it is a condition of the Temenos Offer that the Scheme Court Meeting and the General Meeting are held on or before April 27, 2018.
In February, when Temenos announced the terms of its offer, the Temenos Board said the deal offers a compelling opportunity to establish a global leader in financial services software, with a strong presence in all major financial centres and serving a blue-chip customer base. The combined business is expected to benefit from a larger addressable market, a broader product offering and deeper customer relationships.
The Enlarged Group is expected to have (on a pro forma basis):
- Revenues for the year ended December 31, 2017 of more than $1.2 billion;
- EBITDA margin for the year ended 31 December 2017 of 32.3%; and
- A diversified revenue base with approximately 42% of sales for the year ended December 31, 2017 in Europe, 29% in the Americas, 20% in Asia Pacific and 9% in the Middle East & Africa.
