SunGard and GL TRADE today announced SunGard’s intention to acquire […]
SunGard and GL TRADE today announced SunGard’s intention to acquire a majority stake in GL TRADE, a global financial software solutions company serving more than 1,600 customers.
SunGard has made a binding offer and entered into final discussions with GL TRADE’s main shareholders Euronext Paris S.A., Gagnières, and Messrs. Pierre Gatignol, Louis-Christophe Laurent and Frédéric Morin (together the “Main Shareholders”) to acquire a block of shares representing, directly and indirectly, 64.51% of GL TRADE’s share capital at a price of €41.70 per GL TRADE share. The price offered implies an equity value of €400.7 million for 100% of GL TRADE’s share capital (excluding the effect of stock options), and represents premiums of 53% and 24% to GL TRADE’s closing stock price on May 5, 2008 (last closing prior to rumors of a potential transaction, adjusted for the €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 Financière 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 TRADE’s workers’ committee in relation to SunGard’s proposal pursuant to Article L. 2323-19 of the French Labor code. The Main Shareholders, should they accept SunGard’s 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 (“règlement général de l’AMF”) and immediately following completion of the transaction, SunGard intends to launch an all-cash tender offer under the simplified procedure (“offre publique d’achat, procédure simplifiée”) for the remainder of GL TRADE’s share capital at the same price of €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 TRADE’s strengths particularly in trading solutions and market connectivity products in Europe and Asia would complement SunGard’s positions in North America in this space.
Pierre Gatignol, executive chairman of GL TRADE, commented: “NYSE 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 SunGard’s footprint in North America. This proposed project and the fair value of our work would reward 20 years of dedication to our clients”.
Harold Finders, division chief executive officer of SunGard’s Financial Systems business, said: “GL 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.”
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.