UPDATE ON FINANCING ARRANGEMENTS

Source: RNS
RNS Number : 8447X
SS&C Technologies Hldgs Inc
07 January 2022
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

7 January 2022

RECOMMENDED CASH ACQUISITION

of

BLUE PRISM GROUP PLC ("BLUE PRISM")

By

BOLT BIDCO LIMITED ("BIDCO")

(a wholly owned indirect subsidiary of SS&C Technologies Holdings, Inc. ("SS&C"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

 

UPDATE ON FINANCING ARRANGEMENTS

 

On 1 December 2021, the boards of Blue Prism and SS&C announced they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Blue Prism by Bidco (the "Acquisition"). The full terms and conditions of the Acquisition are set out in the scheme document which was published on 16 December 2021

(the "Scheme Document").

 

In the Scheme Document, it was stated that SS&C Technologies, Inc. had, on 1 December 2021, entered into a commitment letter with RBC Capital Markets to arrange and underwrite term loan credit facilities (the "Long-Term Facilities") in connection with the acquisition (the "Commitment Letter").

 

Bidco announces that: (i) Royal Bank of Canada, as the initial lender under the Commitment Letter, has transferred a portion of its commitments thereunder to Credit Suisse AG, New York Branch, Citigroup Global Markets Inc. on behalf of Citi (as defined below), Goldman Sachs Bank USA, and JPMorgan Chase Bank, N.A.; and (ii) each of the parties listed above (or their affiliates) will act together as the joint lead arrangers and joint book runners for the Long-Term Facilities, each of these changes being pursuant to an amended and restated commitment letter (the "Amended and Restated Commitment Letter"). "Citi" shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated in the Amended and Restated Commitment Letter.

 

This announcement (the "Announcement") and a copy of the Amended and Restated Commitment Letter and related amended and restated fee letter will be made available on Blue Prism's website at https://investors.blueprism.com and on SS&C's website at https://investor.ssctech.com/Possible-Offer-for-Blue-Prism/.

 

Capitalised terms used in this Announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

 

Further Information

 

Enquiries:

 

SS&C

Patrick Pedonti, Chief Financial Officer                                                         +1 212 367 4705

Justine Stone, Investor Relations

 

RBC (Financial Adviser to SS&C and Bidco)

Jason Gurandiano                                                                                          +44 (0)20 7653 4000

Erik-Jaap Molenaar

Paul Lim

 

Davis Polk & Wardwell London LLP is retained as legal adviser to SS&C and Bidco.

 

Important Notices

 

RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and a wholly owned subsidiary of Royal Bank of Canada, is, together with its affiliate RBC Capital Markets, LLC, acting for Bidco and SS&C and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and SS&C for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with matters referred to in this Announcement. Neither RBC nor its parent nor any of its subsidiaries or affiliates (including, but not limited to, RBC Capital Markets, LLC) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC in connection with this Announcement or any matter referred to therein.

 

Further Information

 

This Announcement is for information purposes only and is not intended to and does not constitute,or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Blue Prism Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Blue Prism Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

 

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

 

This Announcement does not constitute a prospectus or prospectus equivalent document.

 

 

Overseas Shareholders

 

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

 

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Acquisition to Blue Prism Shareholders who are not resident in the UK (and, in particular, their ability to vote their Blue Prism Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

 

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition is not being made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

 

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

 

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Financial Conduct Authority.

 

This Announcement does not constitute a prospectus or prospectus equivalent document.

 

Further details in relation to Blue Prism Shareholders in overseas jurisdictions are contained in the Scheme Document.

 

Additional Information for US Investors

 

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in the Scheme Document has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by Bidco and no one else.

 

The receipt of cash pursuant to the Acquisition by a US Blue Prism Shareholder as consideration for the transfer of its Blue Prism Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Blue Prism Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

 

It may be difficult for US Blue Prism Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Blue Prism is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US Blue Prism Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Blue Prism Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

 

Forward looking statements

 

This Announcement (including information incorporated by reference into this Announcement), oral statements made regarding the Acquisition, and other information published by SS&C, Bidco or Blue Prism contain statements about the SS&C Group and the Blue Prism Group that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in the this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the SS&C Group's, Bidco Group's or the Blue Prism Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the SS&C Group's or the Blue Prism Group's business.

 

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, SS&C and Blue Prism about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither Bidco nor Blue Prism, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Scheme Document will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the SS&C Group or the Blue Prism Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Bidco and Blue Prism expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

 

No profit forecasts or estimates

 

No statement in this Announcement or incorporated by reference into this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement or incorporated by reference into this Announcement should be interpreted to mean that earnings or earnings per share for Blue Prism or SS&C, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Blue Prism or SS&C as appropriate.

 

Publication on Website

 

A copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Blue Prism's website https://investors.blueprism.com and on SS&C's website at https://investor.ssctech.com/Possible-Offer-for-Blue-Prism/. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
ACQEAAFXESFAEAA