On 21 February 2018, the boards of Temenos and Fidessa announced that they had reached agreement on the terms of a recommended cash offer by Temenos Bidco for the entire issued and to be issued ordinary share capital of Fidessa. It was also announced that the transaction would be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, and a scheme document was published by Fidessa on March 13, 2018 (the "Scheme Document").
On 5 April 2018, the Scheme Court Meeting and the General Meeting were adjourned in order to allow Fidessa to explore in more detail two possible offers. On 6 April 2018, Fidessa announced that the Scheme Court Meeting and the General Meeting will be reconvened on 27 April 2018.
Temenos is pleased to announce that, pursuant to Part XII of FSMA, the FCA has now approved the acquisition of control by Temenos of the Fidessa entities authorised and regulated by the FCA. The FCA’s approval was unconditional. Temenos is also pleased to announce that Temenos has received notice of the early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Consequently the conditions set out in paragraph 3(b) and paragraph 3(d) of Part IV (Conditions and certain further terms of the Scheme and the Acquisition) of the Scheme Document have now been satisfied. Completion of the Acquisition remains subject to the waiver or satisfaction of the remaining conditions set out in the Scheme Document (including, but not limited to, the approval of the Scheme by Scheme Shareholders at the Scheme Court Meeting, the passing of the Special Resolution to be proposed at the General Meeting and the sanction of the Scheme by the Court).
Capitalised terms used, but not defined, in this announcement have the same meaning as set out in the Scheme Document.
