ION announces despatch of compulsory acquisition notices to Fidessa shareholders

Maria Nikolova

The notices set out ION Bidco’s intention to acquire any remaining Fidessa shares in respect of which the offer has not been accepted.

ION Bidco, an indirect wholly owned subsidiary of ION Investment Group Limited, has earlier today provided an update on the proposed acquisition of Fidessa Group plc (LON:FDSA).

In a document filed with the London Stock Exchange, ION Bidco announces the despatch today of formal compulsory acquisition notices under Sections 979 and 980 of the Act to Fidessa shareholders who have not yet accepted the Offer. The notices stipulate ION Bidco’s intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining Fidessa Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

The transfer of Fidessa Shares in accordance with the Compulsory Acquisition Notices is set to take place on September 26, 2018, being the day after the date which is six weeks from the date of the Compulsory Acquisition Notices.

The Fidessa shareholders who have not yet accepted the offer are advised to accept it as soon as possible. Non-assenting Fidessa Shareholders who do not accept the offer will not receive payment until after compulsory acquisition has been implemented.

Under the terms of the Offer, Fidessa shareholders are be 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.

Explaining the rationale for the deal, 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. ION Bidco believes that a combination with Fidessa will uniquely position the companies to drive innovation in trading technology and automation across all asset classes.

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