New York, London & Sydney: Wednesday 28 December, 2005: — Cameron Systems, the world's leading provider of FIX (Financial Information eXchange) messaging platforms, today announced the signing of a merger agreement with Orc Software (SSE: ORC). A collaboration with OMX Technologies, a significant shareholder in Orc Software, was also announced.
Orc Software is the leading global provider of advanced technology for trading, market making and brokerage, and offers market connectivity to over 100 markets across multiple asset classes. Orc has more than 200 customers across 23 countries, including investment banks, trading and market making firms, brokerage houses, institutional investors and hedge funds. With headquarters in Stockholm, its 190+ employees operate from 14 offices in 12 countries.
Cameron Systems Founder and CEO, John Cameron says: "Since reaching our position of market leader in the FIX space, we at Cameron Systems have given considerable thought how best to take our company to the next level. We explored a range of excellent alternatives, one of which was a partnership with Orc. It rapidly became clear that this particular partnership presented us and our customers with an extraordinary range of opportunities.
"Orc’s comprehensive high quality, high performance market connectivity is a natural complement to our range of FIX direct market access (DMA) products. Their high speed native access to exchange market data dovetails neatly into our very popular recent Market Data Server product. Orc’s close relationship with OMX, the world’s leading supplier of exchange trading systems, will further accelerate our existing initiatives bringing production strength, low latency native FIX interfaces to stock exchanges around the globe. The synergies do not stop there. This is a great deal for Orc, Cameron, our respective customers and partners, and the FIX protocol itself. We were made for each other."
The merger of Cameron Systems with Orc Software gives Cameron Systems customers access to over 100 international markets through Orc’s market connectivity. Direct market access to these exchanges will be available from the CameronFIX platform. To meet the continued rapid expansion of the FIX protocol globally, Orc Software will make significant investments over time in the product development of the market leading CameronFIX platform. CameronFIX most recently achieved the number one market share ranking globally from both buy side and sell side institutions participating in Tower Group / FIX Protocol Ltd’s 2005 Global FIX Survey.
"FIX continues to expand across more asset classes, into post trade, and most recently with the launch of the FAST (FIX Adapted for Streaming) protocol for market data," says Cameron Systems' President and Co-Chair of the FIX Protocol Americas Committee, Martin Koopman. "Our recent release of the CameronFIX Market Data Server, for faster FIX-based market data processing, will be further complemented by Orc’s FIX-format live pricing market data. Together we will work with Exchanges and Brokers to bring FAST to market."
"Together Orc and Cameron will provide a unique product range enabling our customers to connect their customers and partners, in order to automate order flows to a much larger extent", says Jonas Lindström, CEO of Orc Software.
Magnus Böcker, Chairman of Orc Software states: "We expect Orc Software’s increased competitiveness following the acquisition of Cameron Systems to be significantly value enhancing to our shareholders."
Markus Gerdien, President OMX Technology says: "OMX and Orc Software have decided to collaborate on implementing the FIX interface to OMX different systems. The objective is to use the leading technical solutions from Cameron as the FIX interface to OMX systems, and more broadly to leverage Cameron's knowledge of the FIX protocol."
The acquisition of Cameron Systems makes Orc a world leading connectivity supplier and thereby strengthens its position as global leader in trading systems. Orc’s customers will be able to more easily connect to their clients and markets using the FIX protocol. As FIX has become the dominant industry standard for securities industry trading, the need to be able to provide a competitive FIX solution has increased for Orc Software. The acquisition will give Orc Software greater international competitive strength, particularly in the USA and Asia.
Cameron Systems has experienced rapid growth over the last few years including growth of over 100% in revenues and profits in the last financial year. Sales for the split financial year 2005/2006 are expected to exceed US$8.5M, with an operating profit exceeding US$3.5M. Cameron Systems has over 170 customers in 25 countries and has supplied FIX solutions to customers such as CSFB, UBS, Barclays Capital, Nomura Securities, and Bank of America.
The purchase price is up to US$32M. Orc will finance the acquisition using US$11M cash and US$10M in Orc shares. An additional purchase price of US$11M will be paid depending on Cameron Systems’ financial results for the period through to June 30, 2006. The acquisition of Cameron Systems is conditional on the decision for a new share issue at an EGM of Orc Software, to be held at the end of January 2006. OMX has undertaken to vote in favor of the transaction.