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:
|
Event
|
Time and date
|
|
Scheme Court Hearing
|
28 May 2012
|
|
Last day of dealings in, and for registration
of transfer of, and disablement of CREST of Misys
shares
|
30 May 2012
|
|
Scheme Record Time
|
6.00pm on 30 May 2012
|
|
Capital Reduction Court Hearing
|
31 May 2012
|
|
Scheme Effective date
|
1 June 2012
|
|
Cancellation of admission to trading and
listing of Misys shares on the main market of the
London Stock Exchange
|
By no later than 8.00am on 1 June 2012
|
|
Latest date of despatch of cheques and
settlement through CREST for shareholders
|
By 14 June 2012
|
|
Long stop date
|
25 August 2012
|
(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.
|
Enquiries:
|
|
|
Bidco and Vista
|
Tel: +1 415 765 6500
|
|
Martin Taylor
|
|
|
|
|
|
Goldman Sachs International (lead financial
adviser to Bidco and Vista)
|
Tel: +44 (0) 20 7774 1000
|
|
Gregg Lemkau
Nick Harper
Nicholas van den Arend
|
|
|
|
|
|
Capital MSL (public relations
adviser to Bidco and Vista)
|
Tel: +44 (0) 20 7307 5333
|
|
Richard Campbell
Ian Brown
|
|
|
Misys
|
Tel: +44 (0) 20 3320 5503
|
|
Phil Branston
|
|
|
Barclays (lead financial adviser and joint
corporate broker to Misys)
|
Tel: +44 (0) 20 7623 2323
Tel: +1 212 526 7000
|
|
Matthew Smith
Erik-Jaap Molenaar
Alisdair Gayne (corporate broking)
|
|
|
J.P. Morgan Cazenove (financial adviser and
joint corporate broker to Misys)
|
Tel: +44 (0) 20 7742 4000
|
|
Andrew Hodgkin
Mark Breuer
|
|
|
Brunswick (public relations adviser to
Misys)
Jonathan Glass
Mike Smith
|
Tel: +44 (0) 20 7404 5959
|
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.
Recommend:
