Fidessa Group plc (FDSA.L) and Temenos Group AG (TMNSF.PK) said that their boards have reached an agreement on the terms of a recommended all-cash acquisition by Temenos, through its wholly-owned subsidiary, Temenos Bidco, of the entire issued and to be issued ordinary share capital of Fidessa.
Under the terms of the acquisition, Fidessa shareholders will be entitled to receive 35.67 pounds in cash for each Fidessa share. The per share price values the entire issued and to be issued share capital of Fidessa at about 1.4 billion pounds, on the basis of a fully diluted share capital of 39.14 million Fidessa shares.
In addition, Fidessa Shareholders who are on the register of members of the company as at close of business on 11 May 2018 or at close of business on the business day prior to the effective date – if earlier, will be entitled to receive and retain a final dividend and a special dividend in respect of the year ended 31 December 2017 together amounting to 79.7 pence in aggregate per Fidessa share.
The dividend will be paid on 7 June 2018 or, if earlier, the effective date, without any reduction of the offer consideration payable under the acquisition.
In aggregate, Fidessa shareholders will receive 36.467 pounds for each scheme share held by them at the scheme record time comprising the cash consideration and the dividend.
Temenos said its board believes the acquisition represents a compelling opportunity to create a global leader in financial services software, with a strong presence in all major financial centres and serving a blue-chip customer base.
The management of Temenos expect the acquisition, on an adjusted earnings per share basis, to be earnings accretive for the company in 2018, and to lead to mid-teen accretion in the first full year following completion of the transaction.
Temenos intends to seek the cancellation of the trading of Fidessa shares on the London Stock Exchange from or shortly after the effective date.
by RTT Staff Writer
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