Fidessa trades above Temenos offer price in £1.4bn deal as Elliott buys in https://t.co/bDoLIGX30D pic.twitter.com/PhOcU0QwIr

— City A.M. (@CityAM) February 21, 2018

RECOMMENDED ACQUISITION OF FIDESSA GROUP PLC (“FIDESSA”) BY TEMENOS GROUP AG (“TEMENOS”)

Further to the announcement by Temenos and Fidessa on 20 February 2018, the boards of Temenos and Fidessa have today reached an agreement on the terms of a recommended all cash acquisition by Temenos, through its wholly-owned subsidiary, Temenos Holdings UK Limited (“Temenos Bidco”), of the entire issued and to be issued ordinary share capital of Fidessa (the “Transaction”).

Fidessa and Temenos are two leading providers of software to banks and financial institutions, and the Transaction represents a compelling opportunity to create a global leader in financial services software. The combination of Temenos and Fidessa (the “Enlarged Group”) creates a group with the reach, stability and complementarity, across both product and geographies, to deliver greater value to its clients across their whole businesses.

Consolidation in the market continues! Interesting take over discussion.

Temenos in talks over £1.4 billion deal for Fidessa https://t.co/piUo6PJlFf

— David Wajnblom (@Wajnblom) February 21, 2018

Transaction highlights

Fidessa shareholders will be entitled to receive £35.67 in cash for each Fidessa share. In addition, Fidessa shareholders on the register of members of Fidessa as at close of business on 11 May 2018 or at close of business on the business day prior to the effective date of the Transaction (if earlier), will be entitled to receive and retain a final dividend and a special dividend in respect of the year ended 31 December 2017 together amounting to 79.7 pence in aggregate per Fidessa share. The price of £35.67 in cash for each Fidessa share represents a premium of approximately 36.9% to the closing price of £26.05 per Fidessa share on 16 February 2018.

The Transaction will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. The Transaction is subject to the satisfaction or waiver of certain conditions including the approval by Fidessa shareholders and the Court, receipt of certain antitrust and regulatory clearances and other customary conditions. It is expected to complete in the first half of 2018.

The Enlarged Group is expected to have (on a pro forma basis):

• for the year ended 31 December 2017, revenues in excess of $1.2 billion and an EBITDA margin of 32.3%
• a diversified revenue base with approximately 42% of sales for the year ended 31 December 2017 in Europe, 29% in the Americas, 20% in Asia Pacific and 9% in the Middle East & Africa

The Transaction is expected to yield significant benefits through efficiencies and cross-selling opportunities. The Temenos board expects the Transaction to generate approximately $60 million per annum of run-rate pre-tax cost synergies, which are expected to be fully achieved within three years post completion. The EBITDA margin for the Enlarged Group is expected to increase from 32% to 37% pro forma for the run-rate cost synergies.

Management of Temenos expect the Transaction, on an adjusted earnings per share basis, to be earnings accretive for Temenos in 2018 and to lead to mid-teen accretion in the first full year following completion of the Transaction.

Commenting on today’s announcement, Andreas Andreades, the Executive Chairman of Temenos, said:

“I am delighted to have reached agreement on a recommended acquisition of Fidessa which will create a global leader across financial services software. We have long held Fidessa in high regard and we share a common goal of creating great software across both our segments and we are proud of our record of customer success and the exceptional client base we have built up amongst the global banks. We truly believe that this powerful combination will accelerate both companies complementary growth strategies in banking and capital markets and will enable us to cross-sell into our existing client bases and capture a greater share of the IT and software spend of banks especially as they move to the cloud.

The capital markets industry is undergoing structural changes that will require it to renew its software systems. However, the current vendor landscape is fragmented and dominated by legacy technology. This creates a huge opportunity to combine the complementary product strengths of Fidessa and Temenos in the front and back office to create a highly differentiated multi-asset class end-to-end platform for capital markets that will offer best in class costs and processing capabilities.

We are confident of being able to increase the revenue growth performance of Fidessa’s business over time by taking the following steps: implementing Temenos’ sales focused model; broadening Fidessa’s product offering to cover software solutions from the front to the back office, in line with Temenos’ offering in core banking; continuing Fidessa’s management’s strategy of investing in the provision of software solutions across capital markets; and, through revenue synergies arising from significant cross-selling opportunities. These are truly exciting times in our industry as we embark on a period of wholesale IT modernization. We are convinced that our combined company will have a unique set of capabilities that when combined with our exceptional people will position us as a core strategic partner to large financial institutions globally looking to upgrade their systems for the digital age.”

Strategic rationale

Temenos believes the Transaction represents a compelling opportunity to create a global leader in financial services software by combining Temenos’ and Fidessa’s leading positions in banking and capital markets software, respectively. With a strong presence in all major financial centres and serving a blue-chip customer base, the Enlarged Group is expected to benefit from a larger addressable market, a broader product offering and deeper customer relationships, underpinned by increasing demand amongst financial institutions for modern technology in order to drive improved efficiency and customer service. The total spend by financial institutions on capital markets software in 2018 is estimated to be approximately $14 billion. Approximately $3 billion of this $14 billion was spent by financial institutions on third party vendors. Such total spend is expected to grow by 8% per annum. The Transaction marks a significant milestone in Temenos’ goal to provide banks, of any size, anywhere in the world, the software to thrive in the digital banking age.

Large banks are increasingly outsourcing their internally developed systems to third party packaged software providers in order to reduce costs and to respond to the constantly evolving regulatory, commercial and technology landscape. However, the current software vendor landscape is both fragmented and dominated by legacy systems. Temenos believes that this creates a significant market opportunity and intends, by combining the complementary product sets of Temenos and Fidessa, to create a modern multi-asset class front to back solution addressing banks’ needs for the flexibility to adapt to changing market and customer demands with the highest levels of automation to reduce costs and speed up execution. This platform could also be used for further consolidation.

The Enlarged Group’s offering will be able to satisfy the key requirements of its customers; the ability to deploy software on-premise or in-cloud, across multiple business segments and geographies, and in a cost efficient manner whilst meeting respective regulatory obligations. As a result it will enable banks to achieve their digital ambitions whilst driving down the total cost of ownership.

In particular, Temenos’ management sees significant opportunity in combining Fidessa’s expertise in SaaS with Temenos’ best in class sales, development and delivery operations. This combination will allow Fidessa’s products to benefit from a larger client base and organisation and to realise incremental growth opportunities.

Temenos believes that the Transaction is an important step in expanding its relationship with Tier 1 and Tier 2 banks globally and strengthens its position as a key strategic partner with these organisations. In addition, Temenos is confident of being able to leverage Fidessa’s depth of experience, relationships and knowledge in the US and Japan to grow its core banking business.

Synergies

Temenos expects to significantly improve the profitability margins of Fidessa’s operations and accordingly expects the Transaction to generate approximately $60 million per annum of run-rate pretax cost synergies. These cost synergies are expected to be fully achieved within three years post completion. The pre-tax cost of achieving these cost synergies is estimated at $60 million. Pro forma for these run-rate pre-tax cost synergies, the EBITDA margin for the Enlarged Group for the yearended 31 December 2017 would be 37%.

Management of Temenos expect the Transaction, on an adjusted earnings per share basis, to be earnings accretive for Temenos in 2018 and to lead to mid-teen accretion in the first full year following completion of the Transaction.

In addition, Temenos is confident of being able to generate additional revenue growth over time through:

• Implementing Temenos’ proven sales focused model and discipline across the organisation
• Adding Temenos’ back and middle office functionality to Fidessa’s front office product offering in the capital markets segment
• Continuing Fidessa management’s strategy of investing in the provision of software solutions for new asset classes across capital markets
• Cross-selling of Fidessa products to Temenos’ clients globally
• Cross-selling of Temenos’ products to Fidessa’s customers, particularly in the US and Japan where Fidessa has long-standing client relationships and a strong local reputation

The Enlarged Group

For the year ended 31 December 2017, on a proforma basis, the Enlarged Group would have had combined revenue of $1,233 million and EBITDA of $398 million, becoming one of the world’s largest financial services software businesses with a global reach, broad product portfolio and strong technology platform from which to help its customers prosper.

The Enlarged Group will benefit from an attractive business financial profile, driven by a high proportion of recurring revenues. For the year ended 31 December 2017, on a proforma basis, the Enlarged Group would have had revenues in excess of $1,233 million, of which over 60% were recurring in nature, and EBITDA margin of 32%.

The Enlarged Group will be geographically diversified, well-positioned in its key markets and present in all major financial centres, with approximately 42% of proforma revenue for the year ended 31 December 2017 from Europe, 29% from the Americas, 20% from Asia Pacific and 9% from Middle East & Africa.

The Enlarged Group will have the scale and capacity to continue to invest significantly in research & development in order to maintain the track record and reputations of both Temenos and Fidessa for providing innovative, cost-effective financial software solutions for their customers.

The Enlarged Group will be a scalable platform for future growth in each of the core banking and capital markets segments where it currently has market leading brands and positions. In an industry with significant consolidation potential the Enlarged Group is likely to be an attractive prospect for future vendors of software businesses as well as for prospective employees.

Financing of the Transaction

Temenos Finance Luxembourg S.à.r.l. and Temenos (as guarantor) have entered into a bridge facility agreement which provides for term loan facilities in an aggregate principal amount of up to £1.43 billion, the proceeds of which will be used to fund £1.4 billion of the cash consideration payable to Fidessa shareholders in connection with the Transaction and the payment of fees, costs and expenses incurred by the Temenos group in connection with the Transaction.

Temenos is committed to a strong balance sheet post completion of the Transaction. Subject to market conditions, prior to or shortly after completion of the Transaction, Temenos intends to access the capital markets to reduce its net debt to EBITDA ratio to approximately 4.0x. The strong cash generation of the Enlarged Group will allow for a further reduction in financial leverage. In line with previous guidance, Temenos is committed to a medium term target leverage of 1.0x to 1.5x. Temenos’ dividend policy remains to distribute a sustainable to growing dividend.

Source: Temenos