Executive Summary of the Terms: (bookmark this link, as updates will follow)
The merge is looking for :
- Creating one of the leading companies in the financial services software
- Benefiting from enhanced scale and growth prospects, supported by a global, blue-chip customer base
- Temenos and Misys believe that Temenos’ presence in banking, wealth management and business-intelligence complements Misys’ presence in core and transaction banking, treasury capital markets and lending.
- It is expected that the combination will yield significant cost savings and operational synergies through scale efficiencies and cross-selling opportunities.
- Misys shareholders will own approximately 53.9 per cent of the issued share capital of the combined group
- Temenos shareholders will own approximately 46.1 per cent, after taking into account dilution from options outstanding and excluding the effects of the potential conversion of Misys’ Convertible Bond.
- The exchange ratio will be 4.1 Misys shares to 1 Temenos share.
- Guy Dubois, currently CEO of Temenos, will act as CEO of the combined group and Stephen Wilson, currently CFO of Misys, will act as CFO of the combined group.
- Mike Lawrie, CEO of Misys, has informed the Board of Misys that he will be pursuing a new opportunity.
- As recent update, Reuters informed that U.S. technology services provider Computer Sciences Corp named Mike Lawrie, chief executive of British software firm Misys Plc, to its top post.
- Tom Kilroy, general counsel, is joining the Misys board as acting CEO, Kilroy will lead the company both through the CEO transition and the ongoing negotiations with Temenos
New home for the Stock
- Misys and Temenos currently intend to merge under a new holding company that will seek a premium listing on the London Stock Exchange with a potential secondary listing on SIX Swiss Exchange.
- The combined group is expected to be headquartered in Switzerland.
- Sales at Temenos advanced 16 percent to $225.6 million in the six months ended June 30, while revenue at Misys, boosted by an acquisition, increased 22 percent to 197 million pounds ($312 million) in the half year ended Nov. 30.
- Talks between Fidelity and Misys were close to an agreement last year but negotiations were called off after the companies couldn’t agree on a price, a person familiar with the situation said in August.
- Lazard & Co. advises Temenos, while Barclays Capital is acting as financial adviser to Misys.
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