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Recommended Cash Offer by SS&C Technologies Holdings Europe S.a r.l. ("Bidco"), an indirect Wholly Owned Subsidiary of SS&C Technologies Holdings, Inc. ("SS&C") for GlobeOp Financial Services S.A. ("GlobeOp") - Offer Update - Offer to Close and Squeeze-Out
Jun 11, 2012

WINDSOR, Conn., June 11, 2012 (GLOBE NEWSWIRE) -- On 14 March 2012, the board of Bidco and the independent directors of GlobeOp announced that they had agreed on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of GlobeOp (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Bidco on 26 March 2012 (the "Offer Document").

On 31 May 2012, Bidco announced that all of the Conditions to the Offer had been satisfied or waived and the Offer was declared wholly unconditional. 

Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meaning given to them in the Offer Document.

Offer to Close

Notice is now given to GlobeOp Shareholders that in anticipation of the squeeze-out referred to below, the Offer will close at 1.00 p.m. on 25 June 2012 and, accordingly, there will be no further extensions to the Offer.

Level of acceptances

As at 8 June 2012, Bidco had received valid acceptances of the Offer in respect of 104,952,644 GlobeOp Shares representing approximately 97.4 percent of the existing issued share capital of GlobeOp. 

So far as Bidco is aware, none of the acceptances have been received from persons acting in concert with Bidco. No irrevocable commitments or letters of intent have been procured by Bidco or any person acting in concert with it. Accordingly, none of the acceptances received were in respect of GlobeOp Shares subject to any such irrevocable commitment or letter of intent.

The percentages of GlobeOp Shares referred to in this announcement are based upon a figure of 107,707,351 GlobeOp Shares as disclosed by GlobeOp in its latest Rule 2.10 announcement released on 21 May 2012.

Squeeze-out

As Bidco is in receipt of valid acceptances in respect of not less than 95 per cent. of (i) the capital carrying voting rights in GlobeOp and (ii) the voting rights in GlobeOp, once the Offer closes at 1.00 p.m. on 25 June 2012, Bidco intends to exercise its squeeze-out right pursuant to the Takeovers Law pursuant to which it will acquire as a matter of law, and on the same terms as the Offer, the remaining GlobeOp Shares in respect of which the Offer has not been accepted.

Action to be taken

GlobeOp Shareholders who have not yet accepted the Offer are urged to do so immediately and in any event by the following deadlines:  

  • If you are a holder of GlobeOp DIs (in CREST), your acceptance should be made so that the TTE Instruction settles no later than 1.00 p.m. (London time) on 25 June 2012.
  • If you hold your GlobeOp Shares in registered form (that is, not in CREST), you should complete and return the Form of Acceptance, which accompanied the Offer Document, by no later than 1.00 p.m. (London time) on 25 June 2012.

Interests in GlobeOp Shares

On 6 June 2012 (being the latest practicable date prior to the publication of this announcement), neither Bidco, nor any person acting in concert with Bidco, is interested in, has any rights to subscribe for any relevant securities of GlobeOp nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of GlobeOp. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of GlobeOp and any borrowing or lending of any relevant securities of GlobeOp which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of GlobeOp.

Enquiries
Deutsche Bank (Financial Adviser and Corporate Broker to SS&C)   + 44 (0) 20 7545 8000 
Omar Faruqui 
James Ibbotson 
James Agnew (Corporate Broking)  
   
RLM Finsbury  + 44 (0) 20 7251 3801 
Faeth Birch  + 44 (0) 7768 943 171 
Sarah Heald  + 44 (0) 7771 982 101

Further information

This announcement does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Offer or otherwise. The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Document.

The release, publication or distribution of this announcement in certain jurisdictions may be affected by the laws of relevant jurisdictions. Persons who are subject to the laws of any jurisdiction other than the United Kingdom, Luxembourg or the United States or are not resident in the United Kingdom, Luxembourg or the United States will need to inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English and Luxembourg law and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Luxembourg.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin — Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG is acting as financial adviser to SS&C and Bidco and no one else in connection with the contents of this announcement and will not be responsible to any person other than SS&C and Bidco for providing the protections afforded to clients of Deutsche Bank AG, nor for providing advice in relation to any matters referred to in this announcement.

Publication on Website

This announcement will be available on SS&C's website at www.ssctech.com and on GlobeOp's website at www.globeop.com by no later than 12 noon on 12 June 2012.

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Patrick Pedonti 
Chief Financial Officer, SS&C Technologies 
Tel: 1-860-298-4738 
E-mail: InvestorRelations@sscinc.com

Justine Stone Investor, Relations, SS&C Technologies
Tel: 1- 212-367-4705
E-mail: InvestorRelations@sscinc.com

Media Contacts 
Sean Welch 
PAN Communications
Tel: (407) 734-7330
E-mail: ssc@pancomm.com