UK Takeover Panel gives SS&C until May 4th to state firm intentions about Fidessa

Maria Nikolova

SS&C must, by 5.00pm on May 4, 2018, either announce a firm intention to make an offer for Fidessa or announce that it does not intend to make an offer for Fidessa.

The volume of recent developments around the acquisition bidding for Fidessa Group plc (LON:FDSA), a provider of trading, investment and information solutions to the financial services sector, has been significant. As FinanceFeeds reported last week, Fidessa’s Board decided to recommend an acquisition offer made by ION, in a move that led to the withdrawal of Fidessa’s recommendation for Temenos’ offer.

There are more updates on the matter today, as the UK Panel on Takeovers and Mergers has published its statement regarding the bids for Fidessa. The Panel says that as a result of the agreement reached by the boards of Fidessa and ION on the terms of a recommended firm offer for Fidessa on April 20, 2018, there will be a new deadline for financial services technology group SS&C.

Further to discussions with each of Fidessa, Temenos, ION and SS&C, the Executive has ruled that, SS&C must, by 5.00pm on May 4, 2018, either announce a firm intention to make an offer for Fidessa under Rule 2.7 of the Code or announce that it does not intend to make an offer for Fidessa.

This deadline will cease to apply if, before that time, a third party other than Temenos or ION has announced a firm intention to make an offer for Fidessa under Rule 2.7 of the Code.

Each of Fidessa, Temenos, ION and SS&C has agreed with this ruling.

Under the terms of the offer made by ION Bidco, an indirect wholly owned subsidiary of ION Investment Group Limited, 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.

The price of £38.703 in cash for each Fidessa Share represents a premium of approximately 8.5% to the current offer price of £35.67 per Fidessa Share from Temenos which was announced on February 21, 2018. The price of £38.703 also represents a premium of 48.6% to the Closing Price of £26.05 per Fidessa Share on February 16, 2018.

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