Temenos in Talks to Buy Fidessa02.20.2018
20 February 2018
Possible offer for Fidessa Group plc (“Fidessa”) by Temenos Group AG (“Temenos”)
Further to the movement in Fidessa’s share price yesterday, the Boards of Fidessa and Temenos confirm that they are in advanced discussions regarding a possible all cash offer by Temenos for the entire issued and to be issued share capital of Fidessa (the “Possible Offer”).
Under the proposed terms of the Possible Offer, Fidessa shareholders would receive £35.67 in cash for each
Fidessa share together with the right to receive the final and special dividends announced on 19 February 2018 with Fidessa’s full-year results, which, in aggregate, are worth £0.797 per Fidessa share. The total value of the
Possible Offer is therefore £36.467 per Fidessa share.
Should a firm offer be made pursuant to Rule 2.7 of the Code by Temenos at the level of the Possible Offer, the Board of Fidessa intends to recommend its acceptance to Fidessa shareholders.
This announcement has been made with the consent of Temenos. Temenos reserves the right to
vary the form and/or mix of the consideration described in this announcement; and to make an offer
for Fidessa on less favourable terms: (i) with the recommendation or consent of the board of
Fidessa; (ii) if Fidessa announces, declares or pays any dividend or distribution to shareholders other than
the final and special dividends Fidessa has announced in respect of the year ended 31 December 2017 of, in aggregate, £0.797 per share, in which case Temenos reserves the right to make an equivalent
reduction to the proposed offer price; (iii) if a third party announces a firm intention to make an
offer for Fidessa on less favourable terms than the Possible Offer, or (iv) following the announcement by
Fidessa of a “whitewash” transaction pursuant to the Code.
There can be no certainty that any offer will be made.
In accordance with Rule 2.6(a) of the Code, Temenos is required, by not later than 5.00 pm on 20 March 2018,
to announce a firm intention to make an offer for Fidessa in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
A further announcement will be made when appropriate.
Group plc +44 (0) 20 7105 1000
(Lead Financial adviser to
+44 (0)20 7280
Joint corporate broker and financial adviser to
+44 (0) 20 7029 8000
Numis (Joint corporate broker to
) +44 (0) 20 7260 1000
FTI Consulting (PR adviser to
) +44 (0) 20 3727 1000
+41 22 708 11 50
(Financial adviser to
+44 (0) 207 888 8888
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on
of the website
referred to in this announcement is
not incorporated into and does not form part of this
This communication is not intended to and does not constitute an offer to buy or the solicitation of
an offer to subscribe for or sell or an invitation to purchase or subscribe for any s
ecurities or the
solicitation of any vote in any jurisdiction. The release, publication or distribution of this
communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be
restricted by law and therefore persons
in such jurisdictions should inform themselves about and
observe such restrictions.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree
company or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of t
he offer period and, if
later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person’s interests and short positions in,
and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business day followi
commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on
the 10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant
securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or
more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Dis
closure must contain details of the dealing concerned and
of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the ext
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or
more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for
the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel’s website at
, including details of the number of
relevant securities in issue, when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel’s Market Surveillance Unit on +44 (0)20 7638 0129
if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Group AG (SIX: TEMN), headquartered in Geneva, is a market leading software provider,
partnering with banks
and other financial institutions to transform their businesses and stay ahead
of a changing marketplace.
Credit Suisse International (“Credit Suisse”) is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority
and the Prudential Regulation Authority. Credit Suis
is acting exclusively for
and for no one else in connection with the possible offer, the
content of this announcement and other matters described in this announcement. Credit Suisse will
gard any other person as its client in relation to the possible offer, the content of this
announcement and other matters described in this announcement and will not be re
anyone other than
for providing the protections afforded to its
clients, nor for providing
advice to any other person in relation to the possible offer, the content of this announcement or any
other matters described in this announcement.
Save for the responsibilities and liabilities, if any, of Credit Suisse under FS
MA or the regulatory
regime established thereunder, Credit Suisse does not assume any responsibility whatsoever and
makes no representations or warranties, express or implied, in relation to the contents of this
announcement, including its accuracy, comple
teness or verification or for any other statement made
or purported to be made by
, or on
’s behalf, or by Credit Suisse, or on its behalf,
and nothing contained in this announcement is, or shall be, relied on as a promise or representation
n this respect, whether as to the past or the future, in connection with
or the possible
offer. Credit Suisse disclaims to the fullest extent permitted by law all and any responsibility and
liability whether arising in tort, contract or otherwise w
hich it might otherwise be found to have in
respect of this announcement or any such statement.
Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively
and for no one else in
connection with the subject matter of this announcement and will not be responsible to any
for providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Jefferies International Limited (“Jefferies”), which is authorised and regulated in the United Kingdom
by the Financ
ial Conduct Authority, is acting as corporate broker and financial advisor exclusively for
and no one else in connection with the matters set out in this Announcement. In connection
with such matters, Jefferies will not regard any other person as t
heir client, nor and will not be
responsible to anyone other person than
for providing the protections afforded to clients of
Jefferies or for providing advice in relation to the contents of this announcement or any other matter
referred to herein.
Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies in
connection with this announcement, any statement contained herein or otherwise.
Numis Securities Ltd (Numis), which is authorised and regulated in the United Kingdom by the FCA, is
acting solely for
as broker and for
no one else in relation to the
, the content of
this announcement and other matters described in this announcement, and will not be responsible
to anyone other than
for providing the protections afforded to the clients of Numis or for
providing advice to any other person in relation to the
, the content of this
announcement or any other matters described in this announcement.
The information contained within this announcement is considered by
information as stipulated under the Market Abuse Regulation (EU)
No.596/2014 (“MAR”). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will
be considered to be in the public domain.
The person respon
sible for arranging for the release of th
is announcement on behalf of
Anil Shah, Company Secret