SS&C'S Stockholders to Receive $37.25 per Share; Transaction Valued at $982 Million
WINDSOR, CT and WASHINGTON, DC - July 28, 2005 - SS&C Technologies, Inc. (Nasdaq: SSNC) announced today that it has signed a definitive agreement to be acquired by Sunshine Acquisition Corporation, a corporation affiliated with The Carlyle Group, a global private equity firm.
Under the terms of the agreement, SS&C stockholders will receive $37.25 in cash for each share of SS&C common stock, representing a 15.7% premium over the average closing price of SS&C's stock for the last thirty (30) trading days. The aggregate consideration to be paid to SS&C stockholders and option holders is approximately $941 million.
Commenting on the transaction, SS&C Founder, Chairman and Chief Executive, William C. Stone said, "This is another chapter for SS&C, as we deliver an excellent value for our stockholders, we also set the stage to deliver new and exciting solutions for our customers and new challenges for our employees. The Carlyle Group is an excellent firm and we are looking forward to working with them to further build our company."
Bud Watts, Managing Director of The Carlyle Group, stated, " We are delighted to be teaming with Bill Stone and his team to support the next phase of SS&C's growth. Bill and the highly talented employees of SS&C have built a great company with market leading technology, world class customer service, and an impressive client base. We look forward to working closely with SS&C as it continues to increase the depth and breadth of its value added software and service offerings through both internal development and an active acquisition program."
The board of directors and an independent committee of the board of directors of SS&C have approved the transaction and recommended to SS&C's stockholders that they adopt the agreement. Mr. Stone has agreed to vote in favor of the transaction. The transaction is expected to be completed during the fourth quarter of 2005 and is subject to various conditions, including approval by the stockholders of SS&C, the expiration of the applicable waiting period under the Hart-Scott-Rodino Act, the closing of debt financing arrangements set forth in a commitment letter received by Sunshine Acquisition Corporation and other customary closing conditions. A special meeting of SS&C's stockholders will be scheduled as soon as practicable following the preparation and filing of proxy materials with the Securities and Exchange Commission.
The acquisition will be financed through a combination of equity contributed by investment funds affiliated with The Carlyle Group and a debt financing provided by affiliates of Wachovia, JPMorgan and Bank of America. In addition, William C. Stone, SS&C's Chairman and Chief Executive Officer, will contribute certain of his shares of SS&C common stock in exchange for approximately 28% of the equity of Sunshine Acquisition Corporation.
SunTrust Robinson Humphrey and America's Growth Capital acted as financial advisors to SS&C, and SunTrust Robinson Humphrey advised the independent committee of the board of directors of SS&C and provided the committee with a fairness opinion in connection with the transaction. Wachovia Securities acted as financial advisor to The Carlyle Group. Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor to SS&C. Morris, Nichols, Arsht & Tunnell acted as legal advisor to the independent committee of the board of directors of SS&C. Cadwalader, Wickersham & Taft LLP acted as legal advisor to Mr. Stone. Latham & Watkins LLP acted as legal advisor to The Carlyle Group.
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