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
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