Misys plc : Regulatory Approval

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

14 May 2012

RECOMMENDED CASH ACQUISITION

of

Misys PLC

by

MAGIC BIDCO LIMITED

an investment vehicle indirectly owned by the Vista Funds

to be effected

by means of a Scheme of Arrangement

Under Part 26 of the Companies Act 2006

Portuguese antitrust condition satisfied

On 19 March 2012, the Independent Directors of Misys plc ("Misys") and the directors of Magic Bidco Limited ("Bidco") announced the terms of a recommended cash acquisition of Misys by Bidco, an investment vehicle indirectly owned by the Vista Funds, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Misys (the "Acquisition"). The full terms of, and conditions to, the Acquisition were set out in the scheme document issued by Misys on 29 March 2012 (the "Scheme Document").  

On 9 May 2012, Misys and Bidco announced that the process in respect of the Acquisition required to be made under the Portuguese antitrust regime was not expected to complete in time to permit the Scheme Court Hearing to take place on the scheduled date of 10 May 2012 and that accordingly the Scheme Court Hearing was to be adjourned until 28 May 2012. 

Misys and Bidco are now able to announce that the Portuguese antitrust process has been completed and the conditions contained in paragraphs 2(c) and (e) of Part A of Part 3 of the Scheme Document relating to the Portuguese antitrust process have been satisfied. 

Misys and Bidco can therefore confirm that the adjourned Scheme Court Hearing will take place on 28 May 2012 and the Capital Reduction Court Hearing will take place on 31 May 2012 without risk of further delay.  Subject to the satisfaction or waiver of the remaining Conditions (all of which are in the control of Misys and Bidco) and the approval of the Court, Misys and Bidco can further confirm that the Scheme will become effective on 1 June 2012 and consideration will be dispatched to shareholders by no later than 14 June 2012.  

The expected timetable of principal events set out in the announcement of 9 May remains unchanged and is set out below for reference:

(1)  References to times in this announcement are to London time unless otherwise stated.

(2)  The times and dates set out in the expected timetable of principal events above are indicative only and will depend, among other things, on the date on which the Court sanctions the Scheme and confirms the Capital Reduction, and the date on which the Conditions set out in part 3 of the Scheme Document are satisfied (or, if capable of waiver) waived.  If any of the expected dates change, Misys will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Scheme Document.

IMPORTANT NOTICE

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Acquisition or otherwise.

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Bidco and Vista and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Vista for providing the protections afforded to the clients of Goldman Sachs International, or for providing advice in relation to the Acquisition or any matter referred to herein.

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of Bank of America Corporation, is acting exclusively for Bidco and Vista and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Vista for providing the protections afforded to the clients of MLPF&S, or for providing advice in relation to the Acquisition or any matter referred to herein.

Barclays Bank plc ("Barclays"), which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively as lead financial adviser and joint corporate broker for Misys and for no one else in connection with the Acquisition and will not be responsible to any person other than Misys for providing the protections afforded to clients of Barclays, nor for providing advice in connection with the Acquisition or in relation to matters described in this announcement or any transaction or arrangement referred to herein. Neither Barclays nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Barclays in connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FSA, and is acting exclusively as financial adviser and joint corporate broker for Misys and for no one else in connection with the Acquisition and will not be responsible to any person other than Misys for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Neither J.P. Morgan Cazenove nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove in connection with this announcement, any statement contained herein or otherwise.

INFORMATION FOR US INVESTORS

This announcement and the Acquisition relate to the securities of an English company that is a "foreign private issuer" as defined under Rule 36-4 under the US Securities Exchange Act of 1934 (the US Exchange Act) and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Acquisition. Moreover, the Acquisition is  subject to the Code and disclosure requirements and practices applicable in the UK, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.

If Bidco elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US tender offer rules and regulations (to the extent applicable).

It may be difficult for Misys Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since Bidco and Misys are not located in the US, and some their officers and directors may be residents of a country other than the US. Misys Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgment.

OVERSEAS SHAREHOLDERS

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders are contained in the Scheme Document.

This announcement has been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of complying with, the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Nothing in this announcement should be relied upon for any other purpose.

Copies of this document and all other documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all other documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition may be affected by the laws of the relevant jurisdiction. Such Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If any Overseas Shareholders remains in any doubt, he should consult an appropriate independent professional adviser in his relevant jurisdiction without delay.

It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

DEALING AND OPENING POSITION DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested (directly or indirectly) 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 (directly or indirectly) 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 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 the person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (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. If you are in doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Takeover Pane's Market Surveillance Unit on +44 (0)20 7638 0129.

Note: References to "Rules" are to the rules in the Code. The terms "offeror", "offeree company", "offer period", "interested" (and related variations), "relevant securities", "deals" (and related variations") and "acting in concert" all bear the same meanings given to them in the Code.