SunGard has made a binding offer and entered into final discussions with GL TRADEâs main shareholders Euronext Paris S.A., GagniÃ¨res, and Messrs. Pierre Gatignol, Louis-Christophe Laurent and FrÃ©dÃ©ric Morin (together the âMain Shareholdersâ) to acquire a block of shares representing, directly and indirectly, 64.51% of GL TRADEâs share capital at a price of â¬41.70 per GL TRADE share. The price offered implies an equity value of â¬400.7 million for 100% of GL TRADEâs share capital (excluding the effect of stock options), and represents premiums of 53% and 24% to GL TRADEâs closing stock price on May 5, 2008 (last closing prior to rumors of a potential transaction, adjusted for the â¬1.30 dividend distribution on July 11, 2008) and July 31, 2008, respectively.
SunGard's offer is structured as the acquisition of (i) 100% of FinanciÃ¨re Montmartre S.A., a holding company 100%-owned by the Main Shareholders which holds 5,299,998 shares of GL TRADE, and (ii) 900,032 shares of GL TRADE directly held by the Main Shareholders.
GL TRADE will launch the information and consultation process of GL TRADEâs workersâ committee in relation to SunGard's proposal pursuant to Article L. 2323-19 of the French Labor code. The Main Shareholders, should they accept SunGardâs offer, would execute the transaction documentation after completion of that process. The transaction would also be subject to clearance by the relevant competition authorities. Closing is expected during the fourth quarter of the year.
In accordance with the AMF General Regulation (ârÃ¨glement gÃ©nÃ©ral de lâAMFâ) and immediately following completion of the transaction, SunGard intends to launch an all-cash tender offer under the simplified procedure (âoffre publique dâachat, procÃ©dure simplifiÃ©eâ) for the remainder of GL TRADEâs share capital at the same price of â¬41.70 per GL TRADE share. SunGard has arranged financing for the transaction.
SunGard and the Main Shareholders believe that the transaction would contribute to SunGard and GL TRADE's global growth strategies and would benefit customers of both companies. The product fit is complementary, and GL TRADEâs strengths particularly in trading solutions and market connectivity products in Europe and Asia would complement SunGardâs positions in North America in this space.
Pierre Gatignol, executive chairman of GL TRADE, commented: âNYSE Euronext has supported our strategy and been a fair partner for the last fifteen years. With the current consolidation of the exchange industry, GL TRADE would be better positioned to pursue its strategic objectives and serve its customers as part of SunGard, particularly given SunGardâs footprint in North America. This proposed project and the fair value of our work would reward 20 years of dedication to our clientsâ.
Harold Finders, division chief executive officer of SunGard's Financial Systems business, said: âGL TRADE has great products and connectivity, a highly complementary geographic reach and an excellent international management team. GL TRADE plays a vital role in the trading and administration of securities globally, and the credit for that belongs to its employees. We look forward to working together.â
Lehman Brothers is acting as financial advisor to SunGard in this transaction along with Goldman Sachs, and Morgan Stanley is acting as financial advisor to the Main Shareholders.