Misys plc : Termination of Merger Discussions
03/12/2012| 03:00am US/Eastern

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For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
12 March 2012 Misys plc ("Misys")
Termination of Merger Discussions with Temenos Group AG
("Temenos")
Further to the announcements made on 3 February 2012 and 7
February 2012, Misys notes the announcement made by Temenos
Group AG and confirms that discussions between Misys and
Temenos regarding a possible all share merger of the two
groups have ceased. Despite extensive discussions, the
parties were unable to agree final terms of a transaction.
Misys continues to be in discussions with Vista Equity
Partners as set out in the announcement dated 20 February
2012 and CVC Capital Partners Limited and ValueAct Capital
(as joint offeror) as set out in the announcement dated 5
March 2012 in both cases regarding a possible cash offer for
the Company.
There can be no certainty that any offer will ultimately be
made nor as to its terms. Further announcements will be made
as and when appropriate.
-Ends-
About Misys plc
Misys plc, provides integrated, comprehensive solutions that
deliver significant results to financial services
organisations. We maximise value for our customers by
combining our deep knowledge of their business with our
commitment to their success. Misys is a market leader with
over 1,300 customers, including all of the world's top 50
banks. Misys employs approximately 4,000 people and works
with over 100 partners globally who serve customers in more
than 120 countries. We aspire to be the world's best
application software and services company, delivering results
for the most important industries in the world. Working with
our extensive partner network, together we create compelling
solutions enabling our customers to differentiate themselves
and drive a competitive edge. Misys: experience, solutions,
results. Contact us today, visit: www.Misys.com
Enquiries: Misys: Tel: +44 (0) 20 3320 5503 Phil Branston
Barclays Capital
(lead financial adviser to Misys)
London Tel: +44 (0) 20 7623 2323 Matthew Smith New York Tel:
+1 212 526 7000 Erik-Jaap Molenaar JP Morgan Cazenove Tel:
+44 (0) 20 7742 4000
(corporate broker and financial adviser to
Misys) Andrew Hodgkin Mark Breuer Brunswick Jonathan Glass
Tel: +44 (0) 20 7404 5959
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Misys and no one else in connection with the
matters described herein and will not be responsible to
anyone other than Misys for providing the protections
afforded to its clients or for providing advice in relation
to the matters described in this announcement or any
transaction or arrangement referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), is authorised and regulated in the United
Kingdom by the FSA. J.P. Morgan Cazenove is acting as
Corporate Broker and Financial Adviser to Misys and no one
else in connection with the matters set out in this
announcement and will not regard any other person as its
client in relation to the matters in this announcement and
will not be responsible to anyone other than Misys for
providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter
referred to herein.
Disclosure requirements of the Takeover Code (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.
PINX
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