THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
On 23 February, SS&C Technologies Holdings, Inc. ("SS&C") made a proposal to the independent directors of GlobeOp (the "Independent Directors") regarding a possible cash offer for the Company.
Following further discussions between SS&C and the Independent Directors, SS&C made an improved proposal, under which GlobeOp shareholders would be entitled to receive 485 pence in cash for each GlobeOp share.
The Independent Directors have indicated that, subject to the finalisation of the terms and conditions of the offer, they would be willing to recommend an offer made by SS&C at this level.
For the purposes of Rule 2.5(a) of the Code, SS&C reserves the right to make an offer at any time at a value below 485 pence per share: (i) with the agreement and recommendation of the Independent Directors; (ii) where the issued share capital of GlobeOp is greater than 106,752,499 GlobeOp shares (save for any increase arising as a result of the exercise or vesting of existing awards under existing schemes, plans or equivalent), in which case there would be a pro rata reduction in the offer price; or (iii) GlobeOp announces, declares or pays a dividend or any other distribution to its shareholders, in which case there would be an equivalent reduction in the offer price.
SS&C continues to conduct due diligence on GlobeOp and urges shareholders to take no action in respect of the offer by GEO 3 & Co. S.C.A.
There can be no certainty that an offer will be made by SS&C. A further announcement will be made when appropriate.
Notes to Editors:
About SS&C
SS&C is a global provider of investment and financial software-enabled services and software focused exclusively on the global financial services industry. Founded in 1986, SS&C has its headquarters in Windsor, Connecticut and offices around the world. More than 5,000 financial services organizations, from the world's largest to local financial services organizations, manage and account for their investments using SS&C's products and services. These clients in the aggregate manage over US$16 trillion in assets.
Additional information about SS&C (Nasdaq:SSNC) is available at www.ssctech.com.
The SS&C Technologies logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=8587
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom, Luxembourg and the United States may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin -- Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG is acting as financial adviser to SS&C and no one else in connection with the contents of this announcement and will not be responsible to any person other than SS&C for providing the protections afforded to clients of Deutsche Bank AG, nor for providing advice in relation to any matters referred to in this announcement.
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 paper 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 the offer period and, if later, following the announcement in which any paper 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 paper 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 following the 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure 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 paper offeror, save to the extent that 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 paper 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 www.thetakeoverpanel.org.uk, 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 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 Dealing Disclosure.
Publication on Website
A copy of this announcement will be made available at www.ssctech.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
CONTACT: PRESS ENQUIRIES:
Deutsche Bank
(financial adviser and corporate broker to SS&C):
+44 (0) 20 7545 8000
Omar Faruqui / James Ibbotson
James Agnew
RLM Finsbury + 44 (0) 20 7251 3801 (switchbd.)
Faeth Birch + 44 (0) 7768 943 171
Sarah Heald + 44 (0) 7771 982 101