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SIX Announcement re Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Media release, 21 February 2018

RECOMMENDED ACQUISITION OF FIDESSA GROUP PLC ("FIDESSA") BY TEMENOS GROUP AG ("TEMENOS")

Further to the announcement by Temenos and Fidessa on 20 February 2018, the boards of Temenos and Fidessa have today reached an agreement on the terms of a recommended all cash acquisition by Temenos, through its wholly-owned subsidiary, Temenos Holdings UK Limited ("Temenos Bidco"), of the entire issued and to be issued ordinary share capital of Fidessa (the "Transaction").

Fidessa and Temenos are two leading providers of software to banks and financial institutions, and the Transaction represents a compelling opportunity to create a global leader in financial services software. The combination of Temenos and Fidessa (the "Enlarged Group") creates a group with the reach, stability and complementarity, across both product and geographies, to deliver greater value to its clients across their whole businesses.

 

Transaction highlights

Fidessa shareholders will be entitled to receive £35.67 in cash for each Fidessa share. In addition, Fidessa shareholders on the register of members of Fidessa as at close of business on 11 May 2018 or at close of business on the business day prior to the effective date of the Transaction (if earlier), will be entitled to receive and retain a final dividend and a special dividend in respect of the year ended 31 December 2017 together amounting to 79.7 pence in aggregate per Fidessa share. The price of £35.67 in cash for each Fidessa share represents a premium of approximately 36.9% to the closing price of £26.05 per Fidessa share on 16 February 2018.

The Transaction will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. The Transaction is subject to the satisfaction or waiver of certain conditions including the approval by Fidessa shareholders and the Court, receipt of certain anti-trust and regulatory clearances and other customary conditions. It is expected to complete in the first half of 2018.

The Enlarged Group is expected to have (on a pro forma basis):

  • for the year ended 31 December 2017, revenues in excess of $1.2 billion and an EBITDA margin of 32.3%
  • a diversified revenue base with approximately 42% of sales for the year ended 31 December 2017 in Europe, 29% in the Americas, 20% in Asia Pacific and 9% in the Middle East & Africa

The Transaction is expected to yield significant benefits through efficiencies and cross-selling opportunities. The Temenos board expects the Transaction to generate approximately $60 million per annum of run-rate pre-tax cost synergies, which are expected to be fully achieved within three years post completion. The EBITDA margin for the Enlarged Group is expected to increase from 32% to 37% pro forma for the run-rate cost synergies.

Management of Temenos expect the Transaction, on an adjusted earnings per share basis, to be earnings accretive for Temenos in 2018 and to lead to mid-teen accretion in the first full year following completion of the Transaction.

Commenting on today's announcement, Andreas Andreades, the Executive Chairman of Temenos, said:

"I am delighted to have reached agreement on a recommended acquisition of Fidessa which will create a global leader across financial services software. We have long held Fidessa in high regard and we share a common goal of creating great software across both our segments and we are proud of our record of customer success and the exceptional client base we have built up amongst the global banks. We truly believe that this powerful combination will accelerate both companies complementary growth strategies in banking and capital markets and will enable us to cross-sell into our existing client bases and capture a greater share of the IT and software spend of banks especially as they move to the cloud.

The capital markets industry is undergoing structural changes that will require it to renew its software systems. However, the current vendor landscape is fragmented and dominated by legacy technology. This creates a huge opportunity to combine the complementary product strengths of Fidessa and Temenos in the front and back office to create a highly differentiated multi-asset class end-to-end platform for capital markets that will offer best in class costs and processing capabilities.

We are confident of being able to increase the revenue growth performance of Fidessa's business over time by taking the following steps: implementing Temenos' sales focused model; broadening Fidessa's product offering to cover software solutions from the front to the back office, in line with Temenos' offering in core banking; continuing Fidessa's management's strategy of investing in the provision of software solutions across capital markets; and, through revenue synergies arising from significant cross-selling opportunities. These are truly exciting times in our industry as we embark on a period of wholesale IT modernization. We are convinced that our combined company will have a unique set of capabilities that when combined with our exceptional people will position us as a core strategic partner to large financial institutions globally looking to upgrade their systems for the digital age."

Strategic rationale

Temenos believes the Transaction represents a compelling opportunity to create a global leader in financial services software by combining Temenos' and Fidessa's leading positions in banking and capital markets software, respectively. With a strong presence in all major financial centres and serving a blue-chip customer base, the Enlarged Group is expected to benefit from a larger addressable market, a broader product offering and deeper customer relationships, underpinned by increasing demand amongst financial institutions for modern technology in order to drive improved efficiency and customer service. The total spend by financial institutions on capital markets software in 2018 is estimated to be approximately $14 billion. Approximately $3 billion of this $14 billion was spent by financial institutions on third party vendors. Such total spend is expected to grow by 8% per annum. The Transaction marks a significant milestone in Temenos' goal to provide banks, of any size, anywhere in the world, the software to thrive in the digital banking age.

Large banks are increasingly outsourcing their internally developed systems to third party packaged software providers in order to reduce costs and to respond to the constantly evolving regulatory, commercial and technology landscape. However, the current software vendor landscape is both fragmented and dominated by legacy systems. Temenos believes that this creates a significant market opportunity and intends, by combining the complementary product sets of Temenos and Fidessa, to create a modern multi-asset class front to back solution addressing banks' needs for the flexibility to adapt to changing market and customer demands with the highest levels of automation to reduce costs and speed up execution. This platform could also be used for further consolidation.

The Enlarged Group's offering will be able to satisfy the key requirements of its customers; the ability to deploy software on-premise or in-cloud, across multiple business segments and geographies, and in a cost efficient manner whilst meeting respective regulatory obligations. As a result it will enable banks to achieve their digital ambitions whilst driving down the total cost of ownership.

In particular, Temenos' management sees significant opportunity in combining Fidessa's expertise in SaaS with Temenos' best in class sales, development and delivery operations. This combination will allow Fidessa's products to benefit from a larger client base and organisation and to realise incremental growth opportunities.

Temenos believes that the Transaction is an important step in expanding its relationship with Tier 1 and Tier 2 banks globally and strengthens its position as a key strategic partner with these organisations. In addition, Temenos is confident of being able to leverage Fidessa's depth of experience, relationships and knowledge in the US and Japan to grow its core banking business.

Synergies

Temenos expects to significantly improve the profitability margins of Fidessa's operations and accordingly expects the Transaction to generate approximately $60 million per annum of run-rate pre-tax cost synergies. These cost synergies are expected to be fully achieved within three years post completion. The pre-tax cost of achieving these cost synergies is estimated at $60 million. Pro forma for these run-rate pre-tax cost synergies, the EBITDA margin for the Enlarged Group for the year-ended 31 December 2017 would be 37%.

Management of Temenos expect the Transaction, on an adjusted earnings per share basis, to be earnings accretive for Temenos in 2018 and to lead to mid-teen accretion in the first full year following completion of the Transaction.

In addition, Temenos is confident of being able to generate additional revenue growth over time through:

  • Implementing Temenos' proven sales focused model and discipline across the organisation
  • Adding Temenos' back and middle office functionality to Fidessa's front office product offering in the capital markets segment
  • Continuing Fidessa management's strategy of investing in the provision of software solutions for new asset classes across capital markets
  • Cross-selling of Fidessa products to Temenos' clients globally
  • Cross-selling of Temenos' products to Fidessa's customers, particularly in the US and Japan where Fidessa has long-standing client relationships and a strong local reputation

The Enlarged Group

For the year ended 31 December 2017, on a proforma basis, the Enlarged Group would have had combined revenue of $1,233 million and EBITDA of $398 million, becoming one of the world's largest financial services software businesses with a global reach, broad product portfolio and strong technology platform from which to help its customers prosper.

The Enlarged Group will benefit from an attractive business financial profile, driven by a high proportion of recurring revenues. For the year ended 31 December 2017, on a proforma basis, the Enlarged Group would have had revenues in excess of $1,233 million, of which over 60% were recurring in nature, and EBITDA margin of 32%.

The Enlarged Group will be geographically diversified, well-positioned in its key markets and present in all major financial centres, with approximately 42% of proforma revenue for the year ended 31 December 2017 from Europe, 29% from the Americas, 20% from Asia Pacific and 9% from Middle East & Africa.

The Enlarged Group will have the scale and capacity to continue to invest significantly in research & development in order to maintain the track record and reputations of both Temenos and Fidessa for providing innovative, cost-effective financial software solutions for their customers.

The Enlarged Group will be a scalable platform for future growth in each of the core banking and capital markets segments where it currently has market leading brands and positions. In an industry with significant consolidation potential the Enlarged Group is likely to be an attractive prospect for future vendors of software businesses as well as for prospective employees.

Financing of the Transaction

Temenos Finance Luxembourg S.à.r.l. and Temenos (as guarantor) have entered into a bridge facility agreement which provides for term loan facilities in an aggregate principal amount of up to £1.43 billion, the proceeds of which will be used to fund £1.4 billion of the cash consideration payable to Fidessa shareholders in connection with the Transaction and the payment of fees, costs and expenses incurred by the Temenos group in connection with the Transaction.

Temenos is committed to a strong balance sheet post completion of the Transaction. Subject to market conditions, prior to or shortly after completion of the Transaction, Temenos intends to access the capital markets to reduce its net debt to EBITDA ratio to approximately 4.0x. The strong cash generation of the Enlarged Group will allow for a further reduction in financial leverage. In line with previous guidance, Temenos is committed to a medium term target leverage of 1.0x to 1.5x. Temenos' dividend policy remains to distribute a sustainable to growing dividend.

Invitation to the analyst and press conference
Temenos will host today a conference call for investors and analysts at 09:00 CET / 08.00 BST / 03.00 EST (see details below). For those participants who wish to dial in to the events, the following lines have been set up.
Dial-in information for investors and analysts:

0800 740 377 (Swiss Free Call)

1 866 966 1396 (USA Free Call)

0800 376 7922 (UK Free Call)

+44 (0)207 192 8000 (UK and International)
Conference ID # 5291109
The 2.7 Announcement and presentation for the conference call can be downloaded immediately online at https://www.temenos.com/en/recommended-offer-for-fidessa/. A recording of the conference call will be made available on this website.

Enquiries:

Temenos Group AG +41 22 708 11 50

Max Chuard

Adam Snyder

Credit Suisse International ("Credit Suisse") (Financial Adviser) +44 (0) 207 888 8888

Cathal Deasy

Philippe Cerf

Martin Balnquart

Ben Deary

Teneo Blue Rubicon (PR Adviser) +44 (0) 203 757 9253

Sabine Perone

Temenos (www.temenos.com)

Temenos is a leading provider of proven, integrated and upgradeable software to banks and other financial institutions worldwide. Temenos' software enables its clients – which include commercial, private and retail banks, asset managers, brokers and other financial institutions – to manage and process in real time transactions across the business.
Temenos develops, markets, implements and supports its mission-critical solutions from its headquarters in Geneva and 63 additional offices in 41 countries throughout the world. Its systems are currently servicing more than 2,000 clients in over 150 countries.
Temenos' products manage key front, middle and back-office activities, including retail, private, corporate and commercial banking (including e-banking), treasury and investment, fund and asset management, trade finance and risk management. The Temenos group's software solutions are designed for flexibility, with architectures that enable clients to purchase additional product modules as their needs evolve. Because it is fully scalable, Temenos' software can be deployed on a site-by-site basis or enterprise-wide. The Temenos group's solutions provide value for customers by enabling them to reduce their total cost of ownership, scale effectively, manage risks and to address their digital needs.
Temenos believes that high quality client implementation and support services are a critical requirement for continued growth and customer loyalty. Temenos supports its clients through its own services organization and through strategic alliances with IT service providers and systems integrators.
The ordinary shares of Temenos have been listed on the main segment of the SIX Swiss Exchange since June 2001 under the symbol TEMN. Its market capitalisation was CHF8.8 billion as at 16 February 2018. For the year ended 31 December 2017, Temenos reported revenue of $737 million and operating profit of $224 million.
Temenos Bidco is a newly incorporated wholly-owned subsidiary of Temenos. It was incorporated in England and Wales with registered number 11207974 on 15 February 2018 for the purposes of the Transaction.

Fidessa (www.fidessa.com)

Fidessa's software solutions and services allow financial services firms to buy, sell and own financial assets of multiple types on a global basis. Fidessa's mission is to deliver solutions that use technology to automate workflow and 'take cost out of the system', and so make customers' business processes easier, quicker and cheaper.

Fidessa operates across two main business units: Sell-side and Buy-side. The Sell-side business unit provides solutions and tools to support the trading of cash equities and derivatives globally. The solutions are scalable from the largest to the smallest operations in the sector. The Buy-side business unit provides the systems to cover every stage of the investment process for all asset classes. The systems are used by the largest investment managers in the world, as well as some of the boutique and hedge funds. Both business units leverage Fidessa's connectivity and market data infrastructure.
The ordinary shares of Fidessa have been listed on the London Stock Exchange since June 1997 under the symbol FDSA. For the financial year ended 31 December 2017, Fidessa generated revenue of £353.9 million, operating profit of £49.6 million and profit before tax of £50.0 million.

Further information

This press release is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Transaction or otherwise nor shall there be any sale, issuance or transfer of securities of Fidessa in any jurisdiction in contravention of applicable law. The Transaction will be implemented solely by means of the scheme circular (or if the Transaction is implemented by way of a takeover offer, the offer document), which will contain the full terms and conditions of the Transaction including details of how to vote in respect of the Transaction. Any vote in respect of the scheme (or, if applicable, the takeover offer) or other response in relation to the Transaction should be made only on the basis of the information contained in the scheme circular (or, if applicable, the offer document).
Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for Temenos and Temenos Bidco and no one else in connection with the matters set out in this press release and will not be responsible to any person other than Temenos and Temenos Bidco for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this press release or any matter referred to herein. Neither Credit Suisse 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 Credit Suisse in connection with this press release, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this press release in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Copies of this press release will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any restricted jurisdiction.

The Transaction relates to the shares of an English company that is a "foreign private issuer" as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended, and is proposed to be effected by means of a scheme of arrangement under English law. Neither the US proxy solicitation rules nor (unless implemented by means of an offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Transaction. Neither the SEC, nor any securities commission of any state of the United States, has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this press release. If the Transaction is implemented by way of a takeover offer and Temenos determines to extend such offer into the United States, the offer will be made in compliance with applicable UK and US securities laws and regulations, including the US tender offer rules.

Forward-looking statements

This press release (including information incorporated by reference in this announcement), oral statements made regarding the Transaction, and other information published by Fidessa and Temenos contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Temenos group or the Enlarged Group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this press release relate to the Temenos group's or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Transaction and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Temenos or Fidessa's operations and potential synergies resulting from the Transaction; and (iii) the effects of global economic conditions and governmental regulation on Temenos' or Fidessa's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Fidessa nor Temenos, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this press release will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated. In arriving at the estimate of cost synergies set out in this press release, Temenos has assumed that there will be no significant impact on the underlying operations of either business as a result of the Transaction.
The forward looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of the Temenos group or Fidessa group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Temenos expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts

No statement in this press release is intended as a profit forecast or profit estimate and no statement in this press release should be interpreted to mean that earnings or earnings per Fidessa share or Temenos share, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earning per Fidessa share or Temenos share or to mean that the Enlarged Group's earnings in the first 12 months following the Transaction, or in any subsequent period, would necessarily match or be greater than those of Fidessa or Temenos for the relevant preceding financial period or any other period.

Disclosure requirements

Under Rule 8.3(a) of the Takeover Code (the "Code"), any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 press release in which any securities exchange 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 securities exchange 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 press release in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Publication of this press release

A copy of this press release will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on https://www.temenos.com/en/recommended-offer-for-fidessa/ by no later than 12 noon (London time) on the business day following this press release. For the avoidance of doubt, the contents of the websites referred to in this press release are not incorporated into and do not form part of this press release.

Other

This press release does not constitute a prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations, or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. This press release constitutes neither an offer to sell nor a solicitation to buy securities of Temenos.