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Temenos Group AG (“Temenos”) statement regarding Misys plc (“Misys”)

12 March 2012

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

 

Temenos Group AG (“Temenos”) statement regarding Misys plc (“Misys”)

 

GENEVA, Switzerland – 12 March 2012 – Further to the announcement by Temenos and Misys on 7 February 2012 that the parties were in discussions regarding a possible all share merger, Temenos today announces that no agreement has been reached on the final terms of a transaction. Accordingly, Temenos confirms that discussions between the two parties have now been terminated.

 

For the purposes of Rule 2.8 and other relevant provisions of the City Code on Takeovers and Mergers (the “Code”), Temenos reserves the right to announce an offer or possible offer or make or participate in an offer or possible offer for Misys or to take any other action permitted pursuant to the Code, within the next six months, including in the event that:

 

(i) the Board of Misys agrees; or

(ii) a third party announces a firm intention to make an offer for Misys; or

(iii) Misys announces a “whitewash” proposal (for the purposes of Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or

(iv) the Panel determines that there has been a material change of circumstances.

 

In the event that Temenos is permitted pursuant to the Code to announce an offer or possible offer for Misys, Temenos reserves the right to do so at any price and at any exchange ratio in the event that either (i) it is recommended by the Board of Misys; or (ii) it is so permitted by the Panel.

 

A copy of this announcement will be available on the Temenos website at www.Temenos.com

 

About Temenos

 

Founded in 1993 and listed on the Swiss Stock Exchange (SIX:TEMN), Temenos is the market leading provider of banking software systems to retail, corporate, universal, private, Islamic and microfinance & community banks. Headquartered in Geneva with more than 60 offices worldwide, Temenos serves over 1,500 customers in more than 125 countries across the world. Temenos’ software products provide advanced technology and rich functionality, incorporating best practice processes that leverage Temenos’ experience in over 700 implementations around the globe. Temenos customers are proven to be more profitable than their peers: data from The Banker – top 1000 banks shows that Temenos’ customers enjoy a 54% higher return on assets, a 62% higher return on capital and a cost/income ratio that is 7.2 points lower than non-Temenos customers.

 

-Ends-

 

Enquiries: 

For Temenos:
 

Max Chuard
Ben Robinson
Chris McGinnis
Cassandra Millhouse

Tel: +41 22 708 1482
Tel: +41 22 708 1535
Tel: +44 207 423 3774
Tel: +44 (0) 20 7423 3746
Lazard:
(lead financial adviser to Temenos)
 

London
Cyrus Kapadia
Giles Corner
Zurich
Rolf Bachmann

Tel: +44 (0) 20 7187 2000


Tel: +41 44 404 2626

Morgan Stanley:
(financial adviser to Temenos)
 

Simon Smith
Sumit Pandey
Adrian Doyle

Tel: +44 (0)20 7425 8000
Hudson Sandler  

Andrew Hayes
Wendy Baker
George Parker

Tel: +44 (0) 20 7796 4133

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Temenos Group AG in connection with the matters described herein and no-one else and will not be responsible to anyone other than Temenos Group AG for providing the protections afforded to clients of Lazard & Co., Limited.

Morgan Stanley & Co. Limited is acting as financial adviser to Temenos Group AG in connection with the matters described herein and no-one else and will not be responsible to anyone other than Temenos Group AG for providing the protections afforded to clients of Morgan Stanley & Co. Limited or for providing advice in relation to the contents of this announcement.

Contact Us

Investor relations enquiries
(including to subscribe to investor news)

TemenosIR@temenos.com
Tel: +44 (0) 207 423 3713
Fax: +41 22 708 1407


Management dealings enquiries/   
Disclosure of shareholdings notifications

companysecretarial@temenos.com
Tel: +41 (22) 708 15 21