TIDMMSY
RNS Number : 5253E
Misys PLC
31 May 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
31 May 2012
RECOMMENDED CASH ACQUISITION
of
MISYS PLC
by
MAGIC BIDCO LIMITED
an investment vehicle indirectly owned by the Vista Funds
Court confirmation of Reduction of Capital
Misys plc ("Misys" or the "Company") is pleased to announce that
the High Court of Justice in England and Wales has today made an
order confirming the reduction of share capital of Misys by the
Scheme Shares in connection with the Scheme by which Bidco's
Acquisition of Misys is being implemented. This follows the Court's
sanction of the Scheme at a hearing held on 28 May 2012.
The Scheme will become effective upon the Court Orders being
delivered to the Registrar of Companies for registration which is
expected to take place on 1 June 2012.
With effect from 7.30 a.m. on 31 May 2012, Misys Shares were
temporarily suspended from the Official List and the London Stock
Exchange's main market for listed securities. The listing and
admission to trading on the London Stock Exchange's main market for
listed securities of Misys Shares is expected to be cancelled by
8.00 a.m. on 1 June 2012, the Business Day of the anticipated
effective date of the Scheme.
The expected timetable of events for the Scheme as set out in
the scheme document dated 29 March 2012 (the "Scheme Document") was
updated in the announcement dated 9 May 2012, re-affirmed in the
announcement dated 14 May 2012 and remains unchanged.
Words and expressions defined in the Scheme Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
Enquiries:
Bidco and Vista
Tel: +1 415 765 6500
Martin Taylor
Goldman Sachs (financial adviser to Bidco and Vista)
Tel: +44 (0) 20 7774 1000
Gregg Lemkau
Nick Harper
Nicholas van den Arend
Capital MSL (public relations adviser to Bidco and Vista)
Tel: +44 (0) 20 7307 5333
Richard Campbell
Ian Brown
Misys Tel: +44 (0) 20 3320 5503
Phil Branston
Barclays (lead financial adviser and joint corporate broker to
Misys)
Tel: +44 (0) 20 7623 2323
Tel: +1 212 526 7000
Matthew Smith
Erik-Jaap Molenaar
Alisdair Gayne (corporate broking)
J.P. Morgan Cazenove (financial adviser and joint corporate
broker to Misys)
Tel: +44 (0) 20 7742 4000
Andrew Hodgkin
Mark Breuer
Brunswick (public relations adviser to Misys)
Tel: +44 (0) 20 7404 5959
Mike Smith
Goldman Sachs International, which is authorised and regulated
in the United Kingdom by the FSA, is acting for Bidco and Vista and
no one else in connection with the Acquisition and will not be
responsible to anyone other than Bidco and Vista for providing the
protections afforded to clients of Goldman Sachs International, or
for giving advice in connection with the Acquisition or any matter
referred to herein.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), a subsidiary of Bank of America Corporation, is
acting exclusively for Bidco and Vista and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bidco and Vista for providing the protections
afforded to the clients of MLPF&S, or for providing advice in
relation to the Acquisition or any matter referred to herein.
Barclays, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Misys and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Misys for providing the protections afforded to
clients of Barclays or for providing advice in connection with the
Acquisition or in relation to matters described in this
announcement or any transaction or arrangement referred to
herein.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is
authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for Misys and for no one else in connection with
the Acquisition and will not be responsible to any person other
than Misys for providing the protections afforded to clients of
J.P. Morgan Cazenove, nor for providing advice in relation to the
Acquisition, the content of this document or any matter referred to
herein.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Acquisition will be made solely through the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Acquisition, including
details of how to accept the Acquisition. Any response in relation
to the Acquisition should be made only on the basis of the
information contained in the Scheme Document or any document by
which the Acquisition is made.
This announcement has been prepared for the purpose of complying
with the laws of England Wales and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales. The release,
publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
shareholders will be contained in the Scheme Document.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Bidco were to
elect to implement the Acquisition by means of a takeover offer,
such takeover offer will be made in compliance with all applicable
laws and regulations, including the US tender offer rules, to the
extent applicable.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Misys Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Forward Looking Statements
This announcement contains statements that are or may be forward
looking statements. All statements other than statements of
historical facts included in this announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should",
"could", "would", "may", "anticipates", "estimates", "synergy",
"cost-saving", "projects", "goal" or "strategy" or, words or terms
of similar substance or the negative thereof, are forward looking
statements. Forward looking statements 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 Bidco's or Misys' operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Bidco's or Misys' business.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
document, they have not been reviewed by the auditors of Bidco or
Misys. Such forward looking statements involve known and unknown
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of
the date hereof. All subsequent oral or written forward looking
statements attributable to Bidco or Misys or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Bidco and Misys disclaim any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 announcement in which any paper
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 paper 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 pm (London time) on the
10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any paper
offeror is first identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 pm (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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information Relating to Misys Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Misys Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Misys may be provided to Bidco during the offer
period as requested under Section 4 of Appendix 4 of the Code to
comply with Rule 2.12(c).
Publication on Website
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Misys' and Vista's
websites (www.misys.com and www.vistaequitypartners.com
respectively) up to and including the Scheme Effective Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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