Temenos announces recommended cash acquisition of Financial Objects

For full details of the transaction, please see the attached regulatory filing

• The boards of Temenos and Financial Objects are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Financial Objects to be made by Temenos UK Limited, a subsidiary of Temenos.  It is intended that the Acquisition will be implemented by way of a court approved scheme of arrangement under Part 26 of the Companies Act 2006, although Temenos reserves the right in its absolute discretion to implement the Acquisition by way of a takeover offer.
  
  
• Temenos believes that the combination of Temenos and Financial Objects will enhance its position as an international leading company in the banking software industry and that the enlarged group will be better placed to take advantage of this fast growing market.
  
  
• Temenos believes that the Acquisition will create significant value for its shareholders.  It brings together two companies with an excellent strategic fit and complementary skills, giving rise to significant synergies, cost savings and cross-selling opportunities.
  
  
• Under the terms of the Acquisition, Financial Objects Shareholders will receive 60 pence in cash for each Financial Objects Share, valuing the existing issued and to be issued share capital of Financial Objects at approximately £27.2 million.
  
  
• The price of 60 pence in cash for each Financial Objects Share represents a premium of 90 per cent. over the Closing Price of 31.5 pence per Financial Objects Share on 2 July 2008, being the last business day prior to the date of this announcement.
  
  
• The directors of Financial Objects, who have been so advised by Evolution Securities, consider the terms of the Acquisition to be fair and reasonable.  In providing their advice, Evolution Securities has taken into account the commercial assessments of the directors of Financial Objects.
  
  
• The directors of Financial Objects intend unanimously to recommend that Financial Objects Shareholders vote in favour of the Scheme at the Court Meeting and the resolution(s) required in connection with the Scheme to be proposed at the Extraordinary General Meeting, as they have themselves irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings of Financial Objects Shares, amounting, in aggregate to 7,235,944 Financial Objects Shares, representing 16.3 per cent. of Financial Objects' existing issued share capital.
  
  
• In aggregate, Temenos has received irrevocable undertakings (including those undertakings from the directors of Financial Objects) to vote in favour of the Scheme at the Court Meeting and the resolution(s) at the Extraordinary General Meeting, in respect of 20,741,016 Financial Objects Shares, representing approximately 46.7 per cent. of Financial Objects' existing issued share capital.
  
  
• In accordance with Rule 2.10 of the Code, Financial Objects confirms that there are 44,445,856 shares in issue, the ISIN number for which is GB0004516976.

Commenting on the Acquisition, Andreas Andreades, Chief Executive of Temenos said: "The acquisition of Financial Objects enhances our position as a leading international vendor of core banking systems.  Combining the two companies will create a group with greater critical mass, a larger installed base and access to a deeper pool of skills, which in turn will enable it to serve all customers better and generate superior value for shareholders."

-ENDS-

About Temenos

Founded in 1993 and listed on the Swiss Stock Exchange (SWX: TEMN), Temenos Group AG is a global provider of banking software systems in the Retail, Corporate & Correspondent, Universal, Private, Islamic and Microfinance & Community banking markets. Headquartered in Geneva with 44 offices worldwide, Temenos serves over 600 customers in more than 120 countries.  

Temenos’ software products provide advanced technology and rich functionality, incorporating best practice processes that leverage Temenos’ experience in over 600 implementations around the globe.  

Temenos’ advanced and automated implementation approach, provided by its strong Client Services organisation, ensures efficient and low-risk core banking platform migrations. Temenos annually invests around 20% in R&D, significantly more than its peers, into a single fully packaged upgradeable software release, which ensures all Temenos customers benefit from modern technology and support indefinitely. For more information please visit www.temenos.com

For more information, contact:

Max Chuard
Temenos Director
Corporate Finance & IR
Member of the Executive Board
Tel: +41 (0) 22 708 1157
Email: mchuard@temenos.com

Ben Robinson
Temenos Investor Relations Manager
Tel: +44 (0) 207 290 3012
Email: brobinson@temenos.com

Peter McKenna
Temenos Marketing Director
Tel: +44 (0) 207 423 3842
Email: pmckenna@temenos.com

Evelina Amanatidou / Sole Chirco
Team 660
Metia for TEMENOS
Tel: +44 (0) 20 3100 3592/3718
 Email: evelina@metia.com / sole.chirco@metia.com