LONDON (dpa-AFX) - ION Capital UK Limited and Fidessa group plc (FDSA.L) have 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.
In addition, if the Dividend is approved, Qualifying Fidessa Shareholders will be entitled to receive and retain a final dividend and a special dividend in respect of the year ended 31 December 2017 together amounting to 79.7 pence in aggregate per Fidessa Share, which dividend will be paid on 7 June 2018 or, if earlier, the first settlement date in relation to the Offer following the Offer becoming wholly unconditional, without any reduction of the offer consideration payable under the Offer.
In aggregate, Qualifying Fidessa Shareholders will receive 39.50 pounds for each Fidessa Share, comprising the cash consideration and the Dividend.
ION Capital noted that The price of 38.703 pounds in cash for each Fidessa Share represents 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, or procure the acceptance of, 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In light of the Fidessa Directors' intention to recommend the Offer, Fidessa has withdrawn its recommendation of the Temenos Offer and proposes to adjourn the Fidessa Shareholder meetings convened for 27 April 2018 to consider the Temenos Offer.
Accordingly, ION Bidco and the Fidessa Board believe that Fidessa Shareholders should accept the Offer.
Copyright RTT News/dpa-AFX