The tender offer expired, as scheduled, on Monday, April 7, 2003 at 12:00 midnight, New York City time. The acquisition is not expected to have a material impact on SunGard's financial results.
According to preliminary information received from Wells Fargo Bank Minnesota, N.A., the depositary for the tender offer, Caminus stockholders have tendered approximately 16.6 million shares of Caminus's common stock, or approximately 97.4% of the outstanding shares. Rapid Resources Inc., the wholly owned subsidiary of SunGard through which the tender offer was made, has accepted for payment all validly tendered shares and will make payment to the depositary for
the accepted shares promptly.
SunGard intends to consummate a second-step merger pursuant to which all outstanding shares of Caminus common stock not tendered into the tender offer will be cancelled. All such shares, other than shares for which appraisal rights are properly demanded, will be converted into the right to receive the same $9.00 per share in cash, without interest, paid in the tender offer. As a result of the purchase of at least 90% of the outstanding Caminus shares in the tender offer, under applicable law, SunGard will be able to complete the merger without the vote of Caminus stockholders. SunGard expects to complete the
transaction shortly. After completion of the transaction, Caminus stockholders who did not tender their shares before today will receive information in the mail on the procedure to receive payment for their shares.
Caminus will be combined with SunGard's existing energy systems business under the name SunGard Energy Systems. John Andrus, chief operating officer of Caminus, has been appointed president of SunGard Energy Systems, reporting to Jim Ashton, group chief executive officer of SunGard Trading and Risk Systems.
Mr. Andrus commented, "Caminus's clients include every type of energy company such as power and gas producers, distributors, utilities, municipalities and financial institutions, as well as half of the Fortune 1000's merchant energy companies. The acquisition will enhance our combined opportunities to provide solutions to the energy industry."
Mr. Ashton added, "Caminus's integrated software solutions for the energy industry are complementary to SunGard's Panorama solution for the high-end of the industry. Caminus brings to SunGard an expertise in end-to-end, integrated transaction processing, management and scheduling of traded energy assets. Our plan is to leverage the synergies that exist among our solutions to meet the evolving demands of the energy industry."
Madeline Hopkins, 610/341-435
Pamela Marnell, 610/341-8871