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 THAT JURISDICTION.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE UK CODE ON TAKEOVERS AND MERGERS (THE “CODE”) OR OTHERWISE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Media release, 20 February 2018
POSSIBLE OFFER FOR FIDESSA GROUP PLC BY TEMENOS GROUP AG
Temenos announces that it is in advanced discussions regarding a possible all cash offer by Temenos for the entire issued and to be issued ordinary share capital of Fidessa (the “Possible Offer”).
Under the proposed terms of the Possible Offer, Fidessa shareholders would receive £35.67 in cash for each Fidessa share together with the right to receive the final and special dividends announced yesterday with Fidessa’s full-year results in respect of the year ended 31 December 2017 which, in aggregate, are worth £0.797 per Fidessa share.
Should a firm offer be made pursuant to Rule 2.7 of the Code by Temenos at the level of the Possible Offer, the Board of Fidessa intends to recommend its acceptance to Fidessa shareholders.
There can be no certainty that any offer will ultimately be made for Fidessa.
The Board of Temenos will issue a further statement when appropriate.
Temenos Group AG +41 22 708 11 50
Credit Suisse International (“Credit Suisse”) (Financial Adviser) +44 (0) 207 888 8888
Teneo Blue Rubicon (PR Adviser) +44 (0) 203 757 9253
A copy of this press release will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on www.Temenos.com 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.
This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
Temenos Group AG (SIX: TEMN), headquartered in Geneva, is a market leading software provider, partnering with banks and other financial institutions to transform their businesses and stay ahead of a changing marketplace.
Credit Suisse is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Credit Suisse is acting exclusively for Temenos and for no one else in connection with the Possible Offer, the content of this announcement and other matters described in this announcement. Credit Suisse will not regard any other person as its client in relation to the Possible Offer, the content of this announcement and other matters described in this announcement and will not be responsible to anyone other than Temenos for providing the protections afforded to its clients, nor for providing advice to any other person in relation to the Possible Offer, the content of this announcement or any other matters described in this announcement.
Save for the responsibilities and liabilities, if any, of Credit Suisse under FSMA or the regulatory regime established thereunder, Credit Suisse does not assume any responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Temenos, or on Temenos’s behalf, or by Credit Suisse, or on its behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Temenos or the Possible Offer. Credit Suisse disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.
In particular, 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.