Based on Caminus's 17.7 million fully diluted common shares outstanding, the transaction has an aggregate value of approximately $159 million. The board of directors of each company has approved the transaction. The acquisition is not expected to have a material impact on SunGard's financial results.
Under the terms of the definitive agreement, a wholly owned subsidiary of SunGard will commence a cash tender offer to acquire all of Caminus's outstanding shares at a price of $9.00 per share.
Following successful completion of the tender offer, any remaining shares of Caminus will be acquired in a cash merger at the same price. Caminus will be an operating unit within SunGard Trading and Risk Systems, a SunGard operating group, and will be led by John Andrus, currently chief operating officer of Caminus.
Caminus is a global leader of integrated software solutions for the energy industry, with expertise in end-to-end, integrated transaction processing, management and scheduling solutions. The company's 250 customers touch every piece of the energy value chain and include leading power and gas producers, distributors, utilities, municipalities and financial institutions, as well as half of the Fortune 1000's merchant energy companies. With approximately $84
million in calendar 2002 revenue, Caminus is a leader among independent software providers in this market.
"This transaction makes sound business and financial sense for all of Caminus's constituents," said Bill Lyons, Caminus president and chief executive officer. "Caminus in a short period of time has built a leading company serving a demanding, high-visibility market. It is easy to see why SunGard would find us an attractive acquisition. From our point of view, the relationships, resources and geographic reach of SunGard provide a preferred platform from which to quickly achieve further, significant growth." Lawrence Gilson, Caminus's chairman, added, "The transaction reinforces Caminus's mission and product set and enhances the capacity to produce greater benefits for our
customers. For employees, for whom I want to express a special debt of gratitude, this transaction substantially expands career opportunities for many and adds muscle in support of the objectives toward which our people have long been working. For shareholders, the transaction provides a compelling opportunity to realize now the value that Caminus has created."
Jim Ashton, group chief executive officer of SunGard Trading and Risk Systems, said, "Our acquisition of Caminus is consistent with our highly disciplined and successful acquisition process and represents an important opportunity for SunGard Trading and Risk Systems in the energy industry. Caminus and SunGard will exploit the synergies that exist between our solutions to meet the new demands of the energy industry, where companies increasingly focus on integrated software solutions to support their physical energy business. Our leading high-end energy risk solutions, such as Panorama, nicely complement
Caminus's integrated software solutions. Caminus's established and respected client base can rely on SunGard's resources for continued development and support."
The consummation of the transaction is subject to customary conditions, including the tender of at least a majority of the outstanding shares of Caminus in the tender offer and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Assuming satisfactory results of the tender offer, it is estimated that the transaction will be completed in the first quarter of 2003.
Certain stockholders of Caminus holding in the aggregate stock representing approximately 26% of the total outstanding shares on a fully diluted basis have entered into a definitive agreement with SunGard in which they have agreed to tender their shares.