ION updates on planned acquisition of Fidessa

Maria Nikolova

As at 3.00 p.m. on August 1, 2018, ION Bidco had received valid acceptances in respect of approximately 90.2% of Fidessa’s ordinary share capital.

About a week after the UK Financial Conduct Authority (FCA) decided to approve the proposed acquisition of Fidessa Group plc (LON:FDSA) by ION Bidco, an indirect wholly owned subsidiary of ION Investment Group Limited, an update has been published on ION Bidco’s offer and levels of acceptance.

As at 3.00 p.m. on August 1, 2018, ION Bidco had received valid acceptances in respect of a total of 34,979,787 Fidessa Shares representing, in aggregate, approximately 90.2% of Fidessa’s ordinary share capital in issue on August 1, 2018.

ION Bidco has now received valid acceptances under the Offer in respect of, and/or otherwise acquired, 90% or more of the Fidessa Shares by nominal value and voting rights attaching to such shares to which the Offer relates. ION Bidco therefore plans to exercise its rights to acquire compulsorily the remaining Fidessa Shares in respect of which the Offer has not been accepted on the same terms as the Offer. Notices will be sent to non-assenting Fidessa Shareholders informing them of the compulsory acquisition of their Fidessa Shares once the Offer becomes wholly unconditional.

Completion of the Offer remains subject to other outstanding conditions 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.

ION Bidco announces that the Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptances until further notice, and not less than 14 days’ notice will be given in respect of the closure of the Offer. Fidessa Shareholders who have not yet accepted the Offer are urged to accept the Offer as soon as possible.

Let’s recall that, under the terms of the offer, Fidessa Shareholders will 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.

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