LONDON (dpa-AFX) - Temenos Group AG announced that it will not be making a revised offer for Fidessa group plc (FDSA.L), saying that it does not believe that it would be in the best interests of Temenos shareholders for Temenos to amend the terms of its offer for the entire issued and to be issued ordinary share capital of Fidessa which was announced on 21 February 2018.
Andreas Andreades, Executive Chairman of Temenos said,'..we decided it was not in the best interest of our shareholders to raise our offer price for Fidessa. I am confident we will continue delivering very strong shareholder value as we grow the business and are in an excellent position to take advantage of other opportunities to enter adjacent segments as they arise in a manner that will create exceptional value as we are doing in our core business, and capture a greater share of the IT and software spend of banks.'
In light of the announcement by Fidessa that it proposes to adjourn the Scheme Court Meeting and the General Meeting that had been convened to consider the Proposed Acquisition, the Board of Temenos confirmed that it will not consent to an extension of the date by which the Scheme Court Meeting and the General Meeting must be held, and therefore, should there be an adjournment of either the Scheme Court Meeting or the General Meeting, the Proposed Acquisition will lapse in accordance with its terms on 28 April 2018.
Further, in light of the announcement by Fidessa, Temenos has notified Fidessa of the termination of the Co-operation Agreement in accordance with its terms.
The Board of Temenos has also given approval for a share buyback of up to a total of US$250 million to be launched in Q2 2018, subject to regulatory approval. Temenos intends to use the repurchased shares for potential acquisitions and/or for any other corporate purposes.
Earlier, ION Capital UK Limited and Fidessa group reached an agreement on the terms of a recommended all cash offer pursuant to which ION Bidco, an indirect wholly owned subsidiary of ION Investment Group Limited, shall offer to acquire the entire issued and to be issued ordinary share capital of Fidessa.
As per the terms of the Offer, Fidessa Shareholders will be entitled to receive 38.703 pounds in cash for each Fidessa Share. ION Capital stated that the price values the Fidessa at about 1.5 billion pounds on the basis of a fully diluted share capital of 39.13 million Fidessa Shares.
ION Capital noted that The price of 38.703 pounds in cash for each Fidessa Share represented a premium of approximately 8.5% to the current offer price of 35.67 pounds per Fidessa Share from Temenos which was announced on 21 February 2018.
The Fidessa Directors intend to recommend unanimously that Fidessa Shareholders accept the Offer.
In light of the Fidessa Directors' intention to recommend the Offer, Fidessa has withdrawn its recommendation of the Temenos Offer and proposes to adjourn the Fidessa Shareholder meetings convened for 27 April 2018 to consider the Temenos Offer.
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