“Vista is delighted to announce today’s transaction, together with the Independent Misys Directors and the Misys management team. Misys is a leading provider of software to the financial services industry with exceptional employees, high quality products and impressive clients. Through our deep experience with enterprise software companies, we believe that Misys has an attractive future that we plan to invest in and grow. With the combination of Misys and Turaz, one of our existing portfolio companies, we are creating the global leader in core banking, treasury management, capital markets and enterprise risk management software headquartered in the global banking centre, London.”
Commenting on the Acquisition, Sir James Crosby, Chairman of Misys, said:
“The Independent Misys Directors believe that the offer from Vista of 350 pence per share is an attractive value for Misys Shareholders and represents a valuation that captures the organic growth potential of the Misys business whilst providing certainty, in cash, to shareholders.
The Independent Misys Directors recognise the benefits that Vista will bring to the Misys business through its experience in the enterprise software industry and its strong operational expertise. The Independent Misys Directors believe that Vista recognises the skills and experience of the existing management and employees of Misys and welcomes Vista’s stated intention that the management of Misys will continue to play a leading role in the future of Misys under their ownership.”
Commenting on the Acquisition, Tom Kilroy, Acting CEO and General Counsel of Misys, said:
“The Misys management team is excited to embark upon this next phase of growth with an exceptional partner in Vista Equity Partners. Having spent time with the team at Vista it became clear that their operational focus and their deep expertise and experience with enterprise software companies will have an immediate and positive impact on our ability to enhance the value we provide our customers. Misys will become part of a family of enterprise software companies that together form one of the largest software groups in the world.
We are also looking forward to combining our core banking solutions and our capital markets solutions with the trading and enterprise risk management solutions from Turaz. The combined company will be the global leader in delivering solutions to the financial services industry and will have over 1,700 customers across the world.”
On 31 January 2012 Vista completed the acquisition of UK-based Turaz (formerly known as Thomson Reuters – Trade and Risk Management), a leading provider of trade and risk management software globally. Turaz serves more than 600 financial institutions across 66 countries. It employs over 1,000 professionals. Turaz’s flagship products include Kondor+, Kondor Trade Processing (KTP), Kondor Global Risk (KGR) and Top Office to trade and proactively manage risk across the enterprise.
Founded in 1992, Turaz was acquired from Thomson Reuters by Vista Equity Partners in January 2012.
Delisting and re-registration
It is intended that an application will be made to the UK Listing Authority for the cancellation of the listing of Misys Shares on the Official List and to the London Stock Exchange for the cancellation of trading in the Misys Shares on London Stock Exchange’s main market for listed securities to take effect from or shortly after the Effective Date.
On the Effective Date, share certificates in respect of Misys Shares will cease to be valid and should be destroyed. In addition, entitlements to Misys Shares held within the CREST system will be cancelled.
It is also proposed that, following the Effective Date and after its shares are delisted, Misys will be re-registered as a private limited company pursuant to the relevant provisions of the 2006 Act.