TIDMGO.
GlobeOp Financial Services S.A.
27 June 2012
For Immediate Release
Contact:
Patrick Pedonti
Chief Financial Officer
Tel: +1-860-298-4738
E-mail: InvestorRelations@sscinc.com
SS&C Acquires GlobeOp
Creates Leading Global Provider in Independent Fund Services
WINDSOR, CT - June 27, 2012 - SS&C Technologies Holdings,
Inc. (NASDAQ: SSNC), a global provider of financial services
software and software-enabled services, today announced its
acquisition of GlobeOp Financial Services S.A. (GlobeOp), for
GBP4.85 per share (approximately GBP572 million). GlobeOp (LSE:GO)
provides independent fund services, specializing in middle and back
office services and integrated risk-reporting to hedge funds, asset
management firms and other sectors of the financial industry.
SS&C's offer for GlobeOp has now closed with the holders of
99.95% of the outstanding shares having accepted the offer.
SS&C has initiated a "squeeze-out" procedure under Luxembourg
law, pursuant to which it will acquire, on the same terms as the
offer, all of the remaining shares of GlobeOp on July 9, 2012.
The acquisition is, by value, the largest in SS&C's history
and significant for the fund services industry. The combined
companies, including the PORTIA business acquired by SS&C from
Thomson Reuters in May 2012, had revenues of $635 million in fiscal
year 2011 and 3,600 employees operating in 43 offices including New
York, Boston, Chicago, London, Amsterdam, Hong Kong, Kuala Lumpur,
Singapore, Sydney, Bangalore and Mumbai.
"This is an exciting day for SS&C and GlobeOp and for the
clients we serve," said Bill Stone, Chairman and Chief Executive
Officer, SS&C Technologies. "We have already begun our
integration and are coordinating on sales and marketing and we have
significant synergies. Together, we are a global leader, with the
capability to serve our clients - whatever their size, location or
sector - with one of the most comprehensive and competitive
technology and services portfolios in the investment management
industry."
As a business group, the combined entity will be one of the
market's leading fund service providers with the ability to provide
complete lifecycle capabilities for hedge funds, fund of funds,
private equity and managed account managers. The combined entity
services more than 6,700 funds with $424 billion in assets under
administration.
Both SS&C and GlobeOp will benefit from synergies across 80+
products and services. SS&C will share its leadership in cloud
services and mobility platforms and capitalize on GlobeOp's market
leading middle-office services and full range of "Go Applications".
GlobeOp's fund services expertise and leadership will enhance
SS&C's global fund capabilities. The combined entity will
create a top 3 provider in fund services and become the largest,
independent publicly traded fund services provider globally.
Guidance
SS&C Technologies will account for the GlobeOp acquisition
as of June 1, 2012. The acquisition was funded by a new credit
facility that also re-financed SS&C's existing credit facility.
The new facility includes Term A loans of $325 million, Term B
loans of $800 million and a Bridge loan of $31.6 million. The Term
A Loans and the Bridge Loan will initially bear interest at LIBOR
plus 2.75%. The Term B Loans will initially bear interest at LIBOR
plus 4.00%, with LIBOR subject to a 1.00% floor. The longer term
effective interest rates will be higher than those identified above
as the company expects to place an interest rate hedge to protect
against higher LIBOR rates in the future.
SS&C is providing the following updated guidance for
SS&C for the second quarter and fiscal year 2012, including
GlobeOp's operations and the PORTIA business for the time periods
owned by SS&C:
Guidance Q2 2012 FY 2012
--------------------------- ---------------- ----------------
Total Revenue ($M) $120.0 - $122.5 $558.5 - $571.0
--------------------------- ---------------- ----------------
Adjusted Net Income ($M) $25.9 - $26.7 $113.0 - $118.0
--------------------------- ---------------- ----------------
Diluted Shares Outstanding 82.9 - 83.2 83.5 - 85.0
(M)
--------------------------- ---------------- ----------------
Non-GAAP Financial Measure
Adjusted net income is a non-GAAP financial measure. Adjusted
net income is defined as net income adjusted for amortization of
intangible assets, fair-value adjustments related to purchase
accounting, stock-based compensation, capital-based taxes,
acquisition-related expenses, amortization of deferred financing
costs and unusual and non-recurring expenses. For adjusted net
income we use a normalized effective income tax rate of 35%.
Adjusted net income is not a recognized term under GAAP. Adjusted
net income does not represent net income, as that term is defined
under GAAP, and should not be considered as an alternative to net
income as an indicator of our operating performance.
Adjusted net income is important to management and investors
because it represents our operational performance exclusive of the
effects of the items indicated above that are not operational in
nature or comparable to those of our competitors.
Forward Looking Statements
This press release includes forward-looking statements intended
to qualify for the safe harbor from liability under the Private
Securities Litigation Reform Act of 1995. These statements are
based on the current expectations of the management of SS&C and
are subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein include financial
guidance for the second quarter of 2012 and full year 2012, which
includes GlobeOp's operations and the PORTIA business; the expected
effects on SS&C of the acquisition of GlobeOp; anticipated
synergies, earnings enhancements and other strategic options; and
all other statements in this Current Report on Form 8-K other than
statements of historical fact. Forward-looking statements include,
without limitation, statements typically containing words such as
"intends", "expects", "anticipates", "targets", "estimates" and
words of similar import. By their nature, forward-looking
statements are not guarantees of future performance or results and
involve risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by forward-looking statements relating to the GlobeOp
acquisition. These factors include, but are not limited to,
unanticipated changes in GlobeOp's revenue, margins, expenses, and
capital expenditures; the inability to integrate successfully
GlobeOp within SS&C; and exposure to potential litigation and
changes in anticipated costs related to the acquisition of GlobeOp.
Additional factors that could cause actual results and developments
to differ materially include, among others, issues associated with
foreign currency fluctuations; risks associated with growth;
geographic factors and political and economic risks; actions of
competitors; changes in economic or industry conditions generally
or in the markets served by SS&C and/or GlobeOp; the state of
financial and credit markets; work stoppages, labor negotiations,
and labor rates; and the ability to complete and appropriately
integrate restructurings, consolidations, acquisitions,
divestitures, strategic alliances, and joint ventures.
Information on the potential factors that could affect SS&C
is also included in its filings with the Securities and Exchange
Commission, including, but not limited to, its Annual Report on
Form 10-K for the fiscal year ended December 31, 2011 and its
Current Report on Form 8-K filed with the Securities Exchange
Commission on March 14, 2012. SS&C undertakes no obligation to
update or revise forward-looking statements, whether as a result of
new information, future events or otherwise. Forward-looking
statements only speak as of the date on which they are made.
About SS&C Technologies SS&C is a global provider of
investment and financial software-enabled services and software
focused exclusively on the global financial services industry.
Founded in 1986, SS&C has its headquarters in Windsor,
Connecticut and offices around the world. 5,500 financial services
organizations, from the worlds' largest to local financial services
organizations, manage and account for their investments using
SS&C's products and services. These clients in the aggregate
manage over $16 trillion in assets.
Additional information about SS&C (NASDAQ: SSNC) is
available at www.ssctech.com.
Follow SS&C on Twitter, Linkedin and Facebook.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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