NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.
Trintech Group Plc (Nasdaq:TTPA), a leading provider of
integrated financial governance, risk management and compliance
(GRC) solutions for commercial, financial and healthcare markets,
today announced that it had reached agreement on the terms of a
recommended acquisition of the Company by a new company called
Cerasus II Limited formed by a fund sponsored by Spectrum Equity
Investors. Under the terms of the recommended acquisition, Trintech
shareholders will receive $6.60 in cash for each Trintech ADS,
representing a premium of approximately 43 per cent over the
Closing Price of $4.63 on 20 September 2010, being the last
Business Day prior to the commencement of the Offer Period and a
premium of approximately 61% over the average Closing Price of
$4.11 per Trintech ADS over the last 12 months prior to the
commencement of the Offer Period.
"Trintech is pleased to announce this acquisition, which has
been unanimously approved and recommended by our Board of
Directors," said Cyril McGuire, CEO of the Trintech Group. "We are
confident that the acquisition of our business by Spectrum Equity
Investors will deliver significant opportunities to our customers,
partners and talented team and will further extend our market
leading position in the Financial Governance, Risk Management and
Compliance (GRC) industry. The acquisition will support and
accelerate the next phase of growth and innovation following our
successful and profitable growth track record. We believe the
acquisition is good for our shareholders as the offer represents an
attractive premium relative to our trading history and, as a full
cash offer, provides liquidity and value for our shareholders."
The acquisition has been unanimously approved by Trintech's
Board of Directors, and the Board intends to recommend to
Trintech's shareholders to vote in favor of the acquisition.
Recommended acquisition for cash
of
Trintech Group plc
by
Cerasus II Limited (Cerasus)
to be implemented by means of a scheme of arrangement
under section 201 of the Companies Act 1963 of Ireland
15 October 2010
Summary
- The Cerasus Board and the Trintech Board are pleased to
announce that they have reached agreement on the terms of a
recommended acquisition for cash by Cerasus of the entire issued
and to be issued share capital of Trintech to be implemented by
means of a scheme of arrangement under section 201 of the Act.
- Under the terms of the Acquisition, Trintech Shareholders will
receive $6.60 in cash for every Trintech ADS. Each Trintech
ADS represents two Trintech Shares and therefore under the terms of
the Acquisition, holders of Trintech Shares will receive $3.30 for
every 1 Trintech Share.
- The Acquisition values the entire issued and to be issued share
capital of Trintech at approximately $129.4 million.
- The Acquisition is conditional upon receipt by Cerasus of
irrevocable undertakings to accept the Offer from the Trintech
Board to vote in favour of or accept the Offer (representing
approximately 24.1 per cent of the Trintech Shares currently in
issue). In addition, the Acquisition will be subject to the
conditions set out in Appendix I to this Announcement and to be set
out in the Scheme Document.
- Cerasus is a newly incorporated company formed at the direction
of Spectrum Equity Investors for the purpose of implementing the
Acquisition.
- It is intended that the Acquisition will be implemented by
means of a scheme of arrangement under section 201 of the Act. It
is intended that the Scheme Document will be posted by 5 November
2010 and that, subject to the satisfaction, or where relevant
waiver, of all relevant conditions, the Scheme will become
effective and the Acquisition completed by 31 December
2010.
- To become effective, the Scheme requires, amongst other things,
the approval at the Court Meeting (or any adjournment of the Court
Meeting) of a majority in number of Trintech Shareholders, present
and voting either in person or by proxy, representing three-fourths
(75 per cent.) or more in value of the Trintech Shares held by such
holders, as well as the approval by Trintech Shareholders of
resolutions relating to the implementation of the Scheme at the
Extraordinary General Meeting to be held directly after the Court
Meeting.
- The Trintech Board, which has been so advised by
William Blair & Company LLC considers the terms of the
Acquisition to be fair from a financial point of view. In
providing their advice, William Blair & Company
LLC have taken into account the commercial assessments of the
Trintech Board. Accordingly, the Trintech Board intends unanimously
to recommend to Trintech Shareholders that they vote in favour of
the Acquisition and the Scheme, as those Trintech
Directors who are also Trintech Shareholders intend to irrevocably
undertake to do in respect of their own beneficial holdings,
amounting to, in aggregate, 4,076,962 Trintech ADS's (8,153,924
Trintech Shares), representing approximately 24.1 per cent. of the
existing issued share capital of Trintech.
The making of the Acquisition and the Scheme, are subject to the
Conditions and further terms set out in Appendix I and is
conditional on, among other things, certain approvals by
Trintech Shareholders and the sanction of the Scheme by the
Court.
Commenting on the Acquisition, Cyril P. McGuire, Chairman and
CEO of Trintech, said:
"Trintech is pleased to announce this acquisition, which has
been unanimously approved and recommended by our Board of
Directors. We are confident that the acquisition of our
business by Spectrum Equity Investors will deliver significant
opportunities to our customers, partners and talented team and will
further extend our market leading position in the Financial
Governance, Risk Management and Compliance (GRC) industry. The
acquisition will support and accelerate the next phase of growth
and innovation following our successful and profitable growth track
record. We believe the acquisition is good for our
shareholders as the offer represents an attractive premium relative
to our trading history and, as a full cash offer, provides
liquidity and value for our shareholders."
This summary should be read in conjunction with, and is subject
to, the full text of this announcement and the appendices to
this announcement. Appendix I to this announcement contains
the full text of the conditions to, and certain further terms
of, the Acquisition and the Scheme. Appendix II to
this announcement contains further details of the bases and
sources of information contained in this announcement.
Appendix III contains definitions of certain expressions used
in this summary and in this announcement.
Cerasus' financial adviser is Goodbody Corporate Finance and its
legal advisers are Latham & Watkins LLP and Maples and
Calder.
Trintech's financial adviser is William Blair & Company LLC
and its legal advisers are A&L Goodbody and Wilson Sonsini
Goodrich & Rosati, Professional Corporation.
Enquiries: |
|
Cerasus |
|
Christopher Mitchell |
Tel: +1.617.464.4600 |
Adam J. Margolin |
|
Trintech |
Tel: +353.1.293.9840 |
Joseph Seery |
|
William Blair & Company
LLC |
Tel: +312.236.1600 |
Dan Daul |
|
Goodbody Corporate Finance |
Tel: +353.1.667.0420 |
Don Harrington |
|
Stephen Kane |
|
General
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN
INVITATION TO SUBSCRIBE FOR OR PURCHASE OR EXCHANGE, ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, IN
CONTRAVENTION OF APPLICABLE LAW.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than Ireland may be restricted
by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with Irish law and the Takeover 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 and regulations of any jurisdiction outside of
Ireland.
Cerasus and Trintech strongly advise Trintech
Shareholders to read the formal documentation relating to the
Acquisition when it becomes available
because it will contain important information about
Trintech, the Acquisition, the Scheme and related matters.
Any response in relation to the Acquisition should be made
only on the basis of the information contained in the formal
documentation relating to the Acquisition. This
announcement does not constitute a prospectus or prospectus
equivalent document.
Financial Advisers
Goodbody Corporate Finance, which is regulated by the Financial
Regulator, is acting exclusively for Cerasus and no one else
in connection with the Acquisition and will not be
responsible to anyone other than Cerasus for providing
the protections afforded to clients of Goodbody Corporate Finance
or for providing advice in relation to the Acquisition, the
contents of this announcement or any transaction or arrangement
referred to herein.
William Blair & Company LLC is acting exclusively for
Trintech and no one else in connection with the Acquisition and
will not be responsible to anyone other than Trintech for
providing the protections afforded to customers of William
Blair & Company LLC or for providing advice in relation to the
Acquisition, the contents of this announcement or any transaction
or arrangement or any matter referred to herein.
Director's Responsibility Statements
The Cerasus Directors accept responsibility for the information
contained in this announcement relating to the Cerasus Group and
the Cerasus Directors and members of their immediate families,
related trusts and persons connected with them. To the best of the
knowledge and belief of the Cerasus Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Trintech Directors accept responsibility for all of the
information contained in this announcement other than the
information relating to the Cerasus Group, the Cerasus Directors
and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
Trintech Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in,
one per cent., or more of any class of 'relevant securities' of
Trintech, all 'dealings' in any 'relevant securities' of Trintech
(including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly
disclosed by not later than 3.30 pm (Dublin time) on the Business
Day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme
becomes effective or on which the Offer Period otherwise ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of Trintech, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
'dealings' in 'relevant securities' of Trintech by Cerasus or
Trintech, or by any of their respective 'associates' must also be
disclosed by no later than 12 noon (Dublin time) on the Business
Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be
treated as having an 'interest' by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules,
which can be found on the Panel's website.
If you are in any doubt as to whether or not you are required to
disclose a dealing under Rule 8, please consult the Panel's website
at www.irishtakeoverpanel.ie or contact the Panel on telephone
number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.
Forward Looking Statements
This announcement includes certain 'forward looking statements'
with respect to the business, strategy and plans of the
Cerasus Group and Trintech and their respective
expectations relating to the Acquisition and their future financial
condition and performance. Statements that are not historical
facts, including statements about the Cerasus Group's
or Trintech's or their respective management's beliefs and
expectations, are forward looking statements. Words such as
'believes', 'anticipates', 'estimates', 'expects', 'intends',
'aims', 'potential', 'will', 'would', 'could', 'considered',
'likely', 'estimate' and variations of these words and similar
future or conditional expressions are intended to identify forward
looking statements but are not the exclusive means of identifying
such statements. By their nature, forward looking statements
involve risk and uncertainty because they relate to events and
depend upon future circumstances that may or may not occur.
Examples of such forward looking statements include, but are not
limited to, statements about expected benefits and risks associated
with the Acquisition, projections or expectations of profit
attributable to shareholders, anticipated provisions or
write-downs, economic profit, dividends, capital structure or any
other financial items or ratios; statements of plans, objectives or
goals of Cerasus, Trintech or the combined business
following the Acquisition; statements about the future trends in
interest rates, liquidity, foreign exchange rates, stock market
levels and demographic trends and any impact that those matters may
have on Cerasus, Trintech or the combined company
following the Acquisition; statements concerning any future Irish,
US or other economic environment or performance; statements about
strategic goals, competition, regulation, regulatory approvals,
dispositions and consolidation or technological developments in the
financial services industry; and statements of assumptions
underlying such statements.
Factors that could cause actual results to differ materially
from the plans, objectives, expectations, estimates and intentions
expressed in such forward looking statements made by
Cerasus or Trintech or on their behalf include, but are
not limited to, general economic conditions in Ireland, the United
States or elsewhere; regulatory scrutiny, legal proceedings or
complaints; changes in competition and pricing environments; the
inability to hedge certain risks economically; the adequacy of loss
reserves; the ability to secure new customers and develop more
business from existing customers; the Acquisition not being
completed or not being completed as currently envisaged; additional
unanticipated costs associated with the Acquisition or the
operating of the combined company; or an inability to implement the
strategy of the combined company or achieve the Acquisition
benefits set out herein. Additional factors that could cause actual
results to differ materially from forward looking statements are
set out in the most recent annual reports and accounts of Trintech,
including Trintech Group's most recent annual report on Form
20-F filed with the SEC.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Subject to compliance with applicable law and
regulation, neither Cerasus nor Trintech undertakes
any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events
or otherwise.
No Profit Forecast
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for
either Cerasus or Trintech as appropriate.
Announcement issued pursuant to Rule 2.5 of the Takeover
Rules
This announcement, which is issued jointly by Cerasus and
Trintech, is made pursuant to Rule 2.5 of the Takeover Rules.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
Recommended acquisition for cash
of
Trintech Group plc
by
Cerasus II Limited
to be implemented by means of a scheme of arrangement
under section 201 of the Companies Act 1963 of Ireland
1.
Introduction
The Cerasus Board and Trintech Board are pleased to
announce that they have reached agreement on the terms of a
recommended acquisition for cash by Cerasus of the
entire issued and to be issued share capital of Trintech at a price
of $6.60 per Trintech ADS ($3.30 per Trintech Share), which is
to be effected by means of a scheme of arrangement under section
201 of the Act.
The Trintech Board, which has been so advised by William
Blair & Company LLC considers the terms of the Acquisition to
be fair from a financial point of view. In providing their
advice, William Blair & Company LLC have taken into
account the commercial assessments of the Trintech
Board. Accordingly, the Trintech Board intends unanimously to
recommend to Trintech Shareholders that they vote in favour of the
Acquisition and the Scheme, as those Trintech Directors who are
also Trintech Shareholders intend to irrevocably undertake to do in
respect of their own beneficial holdings, amounting to, in
aggregate, 4,076,962 Trintech ADS's (8,153,924 Trintech Shares),
representing approximately 24.1 per cent of the existing issued
share capital of Trintech.
The sources and bases of information contained in this
announcement are set out in Appendix II. The definitions of certain
expressions used in this announcement are contained in
Appendix III.
2.
The Acquisition
Under the terms of the Acquisition and subject to the Conditions
and further terms set out in Appendix I which will also be set
out in the Scheme Document:
Trintech Shareholders will receive $6.60 in cash for
every Trintech ADS. Each Trintech ADS represents two Trintech
Shares and therefore under the terms of the Acquisition holders of
Trintech ADS's will receive $6.60 for every ADS held or $3.30 in
cash for every Trintech Share.
The Acquisition values the entire issued and to be issued share
capital of Trintech at approximately $129.4
million.
The Acquisition represents:
- a premium of approximately 43 per cent over the Closing
Price of $4.63 per Trintech ADS on 20 September 2010, being the
last Business Day prior to the commencement of the Offer Period;
and
- a premium of approximately 61 per cent over the average
Closing Price of $4.11 per Trintech ADS over the last 12 months
prior to the commencement of the Offer Period.
3.
Background to and Reasons for Recommending the
Acquisition
The directors of Trintech have, on an ongoing basis, discussed
the long-term strategy of Trintech and strategic opportunities that
might be available to enhance shareholder value, including
additional investments in new growth opportunities, potential
acquisitions and disposal of certain divisions of Trintech.
Following an unsolicited approach in November, 2009 for its
healthcare division, the directors of Trintech worked with William
Blair & Company LLC to advise the directors of Trintech on
strategies to maximise shareholder value. In March, 2010 Trintech
signed a definitive agreement for the sale of its healthcare
division, Concuity to The Advisory Board Company for $34.5 million
in cash. The sale was successfully completed in April, 2010. As a
result of this transaction, Trintech focused exclusively on its
core Financial Governance, Risk Management and Compliance (GRC)
business and continued to invest and to explore opportunities to
enhance shareholder value. Beginning in May 2010, William
Blair & Company, LLC began assembling marketing materials and
contacting a broad range of potential strategic and financial
partners regarding a potential acquisition of the Company's GRC
business. In September, the directors of Trintech announced that
they had received approaches from a number of interested parties
for the entire issued share capital of the Company. The Company
reviewed the opportunities that existed for its GRC business and
for shareholders to maximise value in the Company. All of the
interested parties had expressed a deep appreciation of Trintech's
strong suite of solutions for the GRC market and were committed to
further extend the product set and to continue to develop and
support client relationships globally. In reaching its
determination to approve the Acquisition, the Trintech Board
consulted with management, its financial and legal advisers, drew
on its knowledge of Trintech's business, assets, financial
position, operating results, market position in a consolidating GRC
industry, historical and current share trading prices and volumes.
Finally, the Trintech Board's review of strategic alternatives
available to Trintech, due consideration of the best price, terms
and conditions offered for the business and the variety of risks
and other factors with respect to the Acquisition, concluded that
the Trintech Board unanimously recommend Trintech Shareholders to
vote in favour of the Acquisition.
4.
Information on Trintech
Trintech is a leading global provider of integrated financial
governance, risk management and compliance (GRC) software solutions
for commercial, financial and healthcare markets. Trintech's Unity
Financial GRC Software Suite provides a production platform for the
automation and control of critical financial processes in the
office of finance. Trintech's recognised expertise in
reconciliation process management, financial data aggregation,
financial close and reporting, risk management and compliance
enables customers to gain greater visibility and control over their
financial processes leading to better overall business
performance.
Over 570 organisations are realising the benefits of Trintech's
configurable and highly scalable solutions every day to: improve
performance through stronger management of the revenue cycle and
disbursements; ensure the accuracy and integrity of financial data;
identify and reduce transaction risk; improve the quality and
timelines of financial reporting, and strengthen internal controls
to support compliance requirements.
The Company has a customer base of 50,000 users in more than 570
industry leading organisations, including 48% of the Fortune 50 and
22% of the Fortune 500 companies and represents the market leaders
in over 17 different industries. Trintech's customers include
retail chains, commercial companies, financial institutions and
healthcare providers in the United States, the UK and Ireland,
continental Europe and Australia.
For the financial year ended 31 January 2010, Trintech reported
revenues from continuing operations of $32.5 million and generated
profit before taxation from continuing operations of $2.7 million.
Trintech reported total assets of $56.8 million and shareholders
equity of $40.9million as at 31 January 2010.
5.
Information on Cerasus
Cerasus was incorporated in Ireland on 13 October 2010 under the
Companies Acts as a private limited company (registered number
490172) and was formed at the direction of Spectrum Equity
Investorsfor the purpose of implementing the Acquisition. Cerasus
is a wholly owned subsidiary of Spectrum TTL Investment Ltd, which
is itself a wholly owned subsidiary of Spectrum Equity
Investors. The directors of Cerasus are Stephen O'Donnell,
Christopher T. Mitchell and Adam J. Margolin.
Cerasus has not traded since its incorporation, nor has it
entered into any obligation other than in connection with the
implementation of the Acquisition.
Spectrum Equity Investors was founded in 1994 and has raised
five private equity investment funds representing approximately $4
billion of committed capital. Based in Boston, Massachusetts and
Menlo Park, California, Spectrum's investment activity is
focused on minority and majority investments in growth companies
operating in the information and business services, media, and
communications industries.
6.
Management and Employees
The Cerasus Board confirms that where management and employees
of Trintech have existing employment rights, including pension
rights under applicable laws, those rights will be fully
safeguarded following the Scheme becoming effective.
7.
Transaction Agreement
Cerasus and Trintech have entered into the Transaction Agreement
which provides, amongst other things, for the implementation of the
Acquisition and contains certain assurances and confirmations
between the parties, including provisions to implement the
Acquisition on a timely basis and governing the conduct of the
business of the Trintech Group pending the Acquisition becoming
effective.
The Transaction Agreement will terminate in certain
circumstances, including if the Court Order sanctioning the Scheme
is not granted, or any resolutions required to approve and
implement the Scheme are not passed by Trintech Shareholders.
The Transaction Agreement contains a non-solicitation
undertaking that until the Acquisition or Scheme becomes effective
(or is withdrawn), no member of the Trintech Group (nor their
respective directors, employees, agents or advisers) shall solicit
interest or initiate discussions or negotiations with any person
with a view to making a competing offer.
Further information regarding the Transaction Agreement will be
set out in the Scheme Document.
8.
Expenses Reimbursement Agreement
Trintech has entered into the Expenses Reimbursement Agreement
dated 15 October 2010 with Cerasus, the terms of which have been
approved by the Panel. Under the Expenses Reimbursement
Agreement, Trintech has agreed to pay specific, quantifiable third
party costs and expenses incurred by Cerasus in connection with the
Acquisition in the circumstances outlined below. The liability of
Trintech to pay these amounts is limited to a maximum amount equal
to 1 per cent. of the total value attributable to the
entire issued share capital of Trintech under the
Acquisition (calculated on a fully diluted basis based on the
closing price of a Trintech ADS on the Business Day prior to the
date of the occurrence of the relevant event set out below and
exclusive of any value added tax payable, to the extent it is
recoverable by Cerasus. The circumstances in which such payment
will be made include:
(a) the Trintech Board
withdraws, adversely modifies or qualifies its recommendation to
Trintech Shareholders to vote in favour of the Scheme (to include
any public announcement by Trintech of a recommendation or
intention to recommend a competing offer); or
(b) prior to the
Scheme being withdrawn by Trintech or lapsing in accordance with
its terms or in accordance with the terms of the Transaction
Agreement, a competing offer is announced (under Rule 2.4 or 2.5 of
the Takeover Rules) and subsequently made and that competing offer
or a competing offer in which that competing party is interested or
participates subsequently becomes effective or unconditional within
12 months of such lapse or withdrawal.
William Blair & Company LLC has confirmed in writing to the
Panel that in the opinion of William Blair & Company LLC and
Trintech, in the context of the Acquisition, the Expenses
Reimbursement Agreement is in the best interests of Trintech and
Trintech Shareholders.
9.
Effect of the Scheme on the Trintech Share Option
Schemes
Cerasus intends to make appropriate proposals to
Trintech Optionholders. Trintech Optionholders will be
informed of the proposals as soon as is
practicable.
10.
Structure of the Acquisition
The Acquisition will be effected by way of a Scheme of
Arrangement between Trintech and Trintech Shareholders under
section 201 of the Act. The Scheme will be subject to the
Conditions on the terms set out in Appendix I to this announcement
and the approval of the High Court. If the Scheme becomes
effective, all Trintech Shares will be cancelled pursuant to
Sections 72 and 74 of the Act with the exception of seven Trintech
Shares held by seven nominees. Trintech will then issue new
Trintech Shares to Cerasus in place of the Trintech Shares
cancelled pursuant to the Scheme and Cerasus shall pay the
consideration for the Acquisition to former Trintech Shareholders.
As a result of these arrangements, Trintech will become a
wholly owned subsidiary of Cerasus.
Any Trintech Shares issued to Cerasus pursuant to the
Acquisition will be issued fully paid or credited as fully paid and
free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and any other rights and interests of any
nature whatsoever and together with all rights now and hereafter
attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of this
announcement.
To become effective, the Scheme requires, amongst other things,
the approval at the Court Meeting (or any adjournment of the Court
Meeting) of a majority in number of Trintech Shareholders, present
and voting either in person or by proxy, representing three-fourths
(75 per cent.) or more in value of the Trintech Shares held by such
holders, as well as the approval by Trintech Shareholders of
resolutions relating to the implementation of the Scheme at the
Extraordinary General Meeting to be held directly after the Court
Meeting.
Assuming that the necessary approvals from Trintech Shareholders
have been obtained and all Conditions have been satisfied or (where
applicable) waived, the Scheme will become effective upon delivery
to the Registrar of Companies of a copy of the Court Order of the
High Court sanctioning the Scheme together with the minute required
by Section 75 of the Act confirming the capital reduction and
registration of such Court Order and minute by the Registrar of
Companies. Upon the Scheme becoming effective, it will be binding
on all Trintech Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the Extraordinary General
Meeting.
The Acquisition is conditional on the Scheme becoming effective.
The conditions to the Acquisition and the Scheme are set out in
full in Appendix I of this announcement. The implementation of the
Scheme is conditional, amongst other things, upon:
- the Scheme becoming effective by not later than 27 January 2011
or such later date as Cerasus and Trintech may (with, if required,
the consent of the Panel) agree and, if required, the High Court
may allow, failing which the Scheme will lapse;
- the approval at the Court Meeting (or any adjournment of the
Court Meeting) of a majority in number of Trintech Shareholders,
present and voting either in person or by proxy, representing
three-fourths (75 per cent.) or more in value of the Trintech
Shares held by such holders;
- the passing of certain resolutions by the Trintech Shareholders
in connection with and/or as are required to approve or implement
the Scheme at the Extraordinary General Meeting (and as set out in
the notice convening the Extraordinary General Meeting);
- the sanction of the Scheme by the High Court and confirmation
of the reduction of capital involved therein by the High Court and
the delivery of an office copy of the Court Order and the minute
required by Section 75 of the Act to the Registrar of Companies and
the registration of such Court Order and minute by the Registrar of
Companies; and
- the Conditions that are not otherwise identified above being
satisfied or waived on or before the sanction of the Scheme by the
High Court pursuant to Section 201 of the Act.
The Scheme Document, containing further information relating to
the implementation of the Scheme, the full terms and conditions of
the Scheme, and the notices of the Court Meeting to be convened by
direction of the High Court and the separate Extraordinary General
Meeting of the Trintech Shareholders required to approve the
Scheme, will be posted as soon as reasonably practicable, and in
any event within 28 days of the date of this announcement, to
Trintech Shareholders and, for information only, to Trintech
Optionholders.
The Scheme Document will also include details of the expected
timetable for implementation of the Scheme and will specify the
actions to be taken by Trintech Shareholders. It is intended that
the Acquisition and the Scheme will become effective by no later
than 31 December 2010.
11.
De-listing of Trintech ADS's
If the Scheme becomes effective, the Trintech ADS's will be
delisted from NASDAQ and Trintech will no longer file reports with
the SEC. The last day of dealings in Trintech ADS's on NASDAQ is
expected to be the Business Day immediately prior to the Effective
Date.
12.
Financing
The cash payable to Trintech Shareholders under the terms of the
Offer will be financed out of a combination of existing cash
resources and debt made available to Cerasus by Wells Fargo Capital
Finance LLC and Trintech Group Finance Limited.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
Goodbody Corporate Finance as financial advisor to Cerasus has
confirmed that it is satisfied that the necessary resources are
available to Cerasus to enable it to satisfy in full payment of the
cash consideration to all Trintech Shareholders under the
Scheme.
13.
Disclosure of Interests and Short Positions
in Trintech
Save as disclosed in this paragraph, neither Cerasus nor (so far
as it is aware), any person acting in concert with Cerasus, owns or
controls any Trintech Shares or any securities convertible or
exchangeable into, or rights to subscribe for or purchase, or holds
any options to purchase any Trintech Shares or has entered into any
derivative referenced to Trintech Shares which remains outstanding
or has any arrangements in relation to Trintech Shares other than
as set out above.
Neither Cerasus nor (so far as Cerasus is aware) any person
acting in concert with Cerasus has any arrangement in relation to
any class of relevant securities of Trintech. For these purposes,
"arrangement" includes an indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature,
relating to relevant securities which is, or may be, an inducement
to deal or refrain from dealing in such securities.
In the interests of confidentiality, Spectrum Equity Investors
and Cerasus have made only limited enquiries in respect of certain
parties who may be deemed by the Panel to be acting in concert with
them for the purposes of the Acquisition. Enquiries of such parties
will be made as soon as practicable following the date of this
announcement and any disclosure in respect of such parties will be
included in the Scheme Document or, if required by the Panel, will
be confirmed in a further announcement.
As at 13 October 2010, the latest practicable date prior to the
date of this announcement, Goodbody Corporate Finance and its
affiliates do not hold any Trintech Shares on behalf of,
discretionary clients, principal trader or through contracts for
differences on behalf of discretionary clients.
14.
General
The Scheme Document will be despatched to Trintech
Shareholders and, for information only, to Trintech Optionholders,
in due course. The Scheme Document will include full details of the
Acquisition and the Scheme, together with notices of the Court
Meeting and the Extraordinary General Meeting, the expected
timetable and will specify the necessary action to be taken
by Trintech Shareholders.
The Acquisition will comply with the applicable rules and
regulations of the Takeover Rules. The Acquisition will be governed
by Irish law and will be subject to the jurisdiction of
the Irish courts. Furthermore, the Acquisition will
be subject to Conditions and further terms set out in Appendix
I.
15.
Recommendation
The Trintech Board, which has been so advised
by William Blair & Company LLC, considers the terms of the
Acquisition to be fair from a financial point of view. In
providing their advice, William Blair & Company
LLC have taken into account the commercial assessments of the
Trintech Board. Accordingly, the Trintech Board intends
unanimously to recommend to Trintech Shareholders that they vote in
favour of the Acquisition and the Scheme as those
Trintech Directors who are also Trintech Shareholders intend to
irrevocably undertake to do in respect of their
own beneficial holdings amounting to, in
aggregate, 4,076,962 Trintech ADS's (8,153,924 Trintech Shares),
representing approximately 24.1%. of the existing
issued share capital of Trintech.
General
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN
INVITATION TO SUBSCRIBE FOR OR PURCHASE OR EXCHANGE, ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, IN
CONTRAVENTION OF APPLICABLE LAW.
The release, publication or distribution(1) of this announcement
in or into certain jurisdictions other than Ireland may be
restricted by the laws of these jurisdictions and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure
to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with Irish law and the Takeover 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 and regulations of any jurisdiction outside of
Ireland.
Cerasus and Trintech strongly advise Trintech
Shareholders to read the formal documentation relating to the
Scheme and the Acquisition when it becomes available
because it will contain important information relating to
Trintech, the Acquisition, the Scheme and related matters.
Any response in relation to the Scheme and the Acquisition
should be made only on the basis of the information contained in
the formal documentation relating to the Acquisition and the
Scheme. This announcement does not constitute a
prospectus or prospectus equivalent document.
Financial Advisers
Goodbody Corporate Finance, which is regulated by the Financial
Regulator, is acting exclusively for Cerasus and no one else
in connection with the Acquisition and will not be
responsible to anyone other than Cerasus for providing
the protections afforded to clients of Goodbody Corporate Finance,
or for providing advice in relation to the Acquisition, the
contents of this announcement or any transaction or arrangement
referred to herein.
William Blair & Company LLC is acting exclusively for
Trintech and no one else in connection with the Acquisition and
will not be responsible to anyone other than Trintech for
providing the protections afforded to clients of William Blair
& Company LLC or for providing advice in relation to the
Acquisition the contents of this announcement or any transaction or
arrangement referred to herein.
Director's Responsibility Statements
The Cerasus Directors accept responsibility for the information
contained in this announcement relating to the Cerasus Group and
the Cerasus Directors and members of their immediate families,
related trusts and persons connected with them. To the best of the
knowledge and belief of the Cerasus Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Trintech Directors accept responsibility for all of the
information contained in this announcement other than the
information relating to the Cerasus Group, the Cerasus Directors
and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
Trintech Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in,
one per cent. or more of any class of 'relevant securities' of
Trintech, all 'dealings' in any 'relevant securities' of Trintech
(including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly
disclosed by not later than 3.30 pm (Dublin time) on the Business
Day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme
becomes effective or on which the Offer Period otherwise ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of Trintech, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
'dealings' in 'relevant securities' of Trintech by Cerasus or
Trintech, or by any of their respective 'associates' must also be
disclosed by no later than 12 noon (Dublin time) on the Business
Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be
treated as having an 'interest' by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules,
which can be found on the Panel's website.
If you are in any doubt as to whether or not you are required to
disclose a dealing under Rule 8, please consult the Panel's website
at www.irishtakeoverpanel.ie or contact the Panel on telephone
number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.
Forward Looking Statements
This announcement includes certain 'forward looking statements'
with respect to the business, strategy and plans of the
Cerasus Group and Trintech and their respective
expectations relating to the Acquisition and their future financial
condition and performance. Statements that are not historical
facts, including statements about the Cerasus Group's
or Trintech's or their respective management's beliefs and
expectations, are forward looking statements. Words such as
'believes', 'anticipates', 'estimates', 'expects', 'intends',
'aims', 'potential', 'will', 'would', 'could', 'considered',
'likely', 'estimate' and variations of these words and similar
future or conditional expressions are intended to identify forward
looking statements but are not the exclusive means of identifying
such statements. By their nature, forward looking statements
involve risk and uncertainty because they relate to events and
depend upon future circumstances that may or may not occur.
Examples of such forward looking statements include, but are not
limited to, statements about expected benefits and risks associated
with the Acquisition, projections or expectations of profit
attributable to shareholders, anticipated provisions or
write-downs, economic profit, dividends, capital structure or any
other financial items or ratios; statements of plans, objectives or
goals of Cerasus, Trintech or the combined business
following the Acquisition; statements about the future trends in
interest rates, liquidity, foreign exchange rates, stock market
levels and demographic trends and any impact that those matters may
have on Cerasus, Trintech or the combined company
following the Acquisition; statements concerning any future Irish,
US or other economic environment or performance; statements about
strategic goals, competition, regulation, regulatory approvals,
dispositions and consolidation or technological developments in the
financial services industry; and statements of assumptions
underlying such statements.
Factors that could cause actual results to differ materially
from the plans, objectives, expectations, estimates and intentions
expressed in such forward looking statements made by
Cerasus or Trintech or on their behalf include, but are
not limited to, general economic conditions in Ireland, the United
States or elsewhere; regulatory scrutiny, legal proceedings or
complaints; changes in competition and pricing environments; the
inability to hedge certain risks economically; the adequacy of loss
reserves; the ability to secure new customers and develop more
business from existing customers; the Acquisition not being
completed or not being completed as currently envisaged; additional
unanticipated costs associated with the Acquisition or the
operating of the combined company; or an inability to implement the
strategy of the combined company or achieve the Acquisition
benefits set out herein. Additional factors that could cause actual
results to differ materially from forward looking statements are
set out in the most recent annual reports and accounts of Trintech,
including Trintech Group's most recent annual report on Form
20-F filed with the SEC.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Subject to compliance with applicable law and
regulation, neither Cerasus nor Trintech undertakes
any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events
or otherwise.
No Profit Forecast
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for
either Cerasus or Trintech as appropriate.
Announcement issued pursuant to Rule 2.5 of the Takeover
Rules
This announcement, which is issued jointly by Cerasus and
Trintech, is made pursuant to Rule 2.5 of the Takeover Rules.
APPENDIX I
Conditions to the Implementation of the Scheme and the
Acquisition
The Acquisition and Scheme comply with the Takeover Rules and,
where relevant, the rules and regulations of NASDAQ and is subject
to the terms and conditions set out in this announcement. The
Acquisition and Scheme are governed by the laws of Ireland and are
subject to the exclusive jurisdiction of the courts of Ireland,
which exclusivity shall not limit the right to seek provisional or
protective relief in the courts of another state during or after
any substantive proceedings have been instituted in Ireland, nor
shall it limit the right to bring enforcement proceedings in
another state on foot of an Irish judgment.
The Acquisition and Scheme will be subject to the following
conditions:
1.
The Acquisition will be conditional upon the Scheme becoming
effective and unconditional by not later than 27 January 2011 (or
such earlier date as may be specified by the Panel, or such later
date as Cerasus and Trintech may, with (if required) the consent of
the Panel, agree and (if required) the High Court may allow).
The Scheme will be conditional upon:
1.1. the
approval of the Scheme by a majority in number representing
three-fourths or more in value of the holders of Trintech Shares at
the Voting Record Time, present and voting either in person or by
proxy, at the Court Meeting (or at any adjournment of such
meeting);
1.2. such
resolution(s) by the Trintech Shareholders in connection with
and/or required to approve or implement the Scheme and set out in
the notice convening the Extraordinary General Meeting being duly
passed by the requisite majority at the Extraordinary General
Meeting (or at any adjournment of such meeting); and
1.3. the
sanction (with or without modification) of the Scheme and the
confirmation of the reduction of capital involved therein by the
High Court and office copies of the High Court Order and the minute
required by section 75 of the Act in respect of the reduction,
being delivered for registration to the Registrar of Companies and
registration of the Court Order and minute confirming the reduction
of capital involved in the Scheme by the Registrar of
Companies.
2.
Trintech and Cerasus have agreed that, subject to paragraph 3 of
this Appendix I, the Acquisition will also be conditional upon the
following matters having been satisfied or waived on or before the
sanction of the Scheme by the High Court pursuant to Section 201 of
the Act:
2.1. no Third
Party having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or
having required any such action to be taken or otherwise having
done anything or having enacted, made or proposed any statute,
regulation, decision or order and there not continuing to be
outstanding any statute, regulation, decision or order or having
withheld any consent or having taken or having one or having
decided to do or take any other steps which would or
is reasonably likely to:
2.1.1. make the Acquisition, its
implementation or the acquisition of any Trintech Shares or
any of the assets of Trintech by any member of the
Wider Cerasus Group, void, unenforceable or illegal under
the laws of any jurisdiction or otherwise directly or indirectly
restrain, revoke, restrict, prohibit, delay or otherwise interfere
with the implementation of the same beyond 30 June 2011, or impose
additional material conditions or obligations with
respect to, or otherwise challenge or
require material amendment of the Acquisition;
2.1.2. require, prevent or delay the
divestiture or materially alter the terms envisaged for
any proposed divestiture by any member of the
Wider Cerasus Group or by any member of the
Wider Trintech Group of all or any part of their respective
businesses, assets or properties or impose any limitation on their
ability to conduct their respective businesses (or any of them) or
to own any of their respective assets or properties or any part
thereof, which in any such case is material in the context
of (as the case may
be) the Wider Cerasus Group or
the Wider Trintech Group taken as a whole;
2.1.3. impose any limitation lasting
beyond 30 June 2011 on, or result in a delay beyond 30 June 2011
in, the ability of any member of the Wider Cerasus Group
to acquire or hold or to exercise effectively, directly or
indirectly, all or any rights of ownership of the Trintech Shares
or other securities (or the equivalent) in Trintech or on the
ability of any member of the Wider Trintech Group or any
member of the Wider Cerasus Group to hold or exercise
effectively directly or indirectly any rights of ownership of
shares or other securities in or to exercise management control
over any member of the Wider Trintech Group, which in any such
case is material in the context of the Wider Trintech Group
taken as a whole;
2.1.4. require any member of the
Wider Cerasus Group or the Wider Trintech Group to
acquire or offer to acquire any shares or other securities (or the
equivalent) in any member of the Wider Trintech Group or any
asset owned by any third party (other than in the implementation of
the Acquisition);
2.1.5. require, prevent or delay a
divestiture, by any member of the Wider Cerasus Group of
any Trintech Shares or other securities (or the equivalent)
in Trintech;
2.1.6. result in any member of the
Wider Trintech Group ceasing to be able to carry on business
under any name or in any jurisdiction, under, or in which it
presently does so the effect of which is material in the context of
the Wider Trintech Group taken as a whole;
2.1.7. impose any limitation on, or
result in a delay in, the ability of any member of the
Wider Cerasus Group or any member of the
Wider Trintech Group to integrate or co-ordinate all or any
part of its business with all or any part of the business of any
other member of the Wider Cerasus Group and/or the
Wider Trintech Group which is material in the context of
the Wider Trintech Group taken as a whole; or
2.1.8. otherwise affect the business,
assets, profits or prospects of any member of the
Wider Cerasus Group or any member of the
Wider Trintech Group in a manner which is adverse to and
material in the context of the Wider Cerasus Group
taken as a whole or the Wider Trintech Group taken as a
whole (as the case may be);
and all applicable waiting and other time periods during which
any such Third Party could decide to take, institute or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or otherwise intervene under the laws of any jurisdiction
in respect of the Acquisition, the Scheme or the proposed
acquisition of any Trintech Shares having expired, lapsed, or
been terminated;
2.2. all
necessary or appropriate notifications, applications and/or filings
having been made in connection with the Acquisition and all
necessary waiting periods (including any extensions
thereof) in connection therewith under any applicable
legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any jurisdiction having been complied
with in connection with the Scheme and all Authorisations necessary
or reasonably deemed appropriate by Cerasus in any
jurisdiction for or in respect of the Acquisition and the
acquisition or the proposed acquisition of any Trintech Shares or
other securities in, or control of, Trintech by any member of
the Wider Cerasus Group having been directly or
indirectly obtained on terms and in a form reasonably satisfactory
to Cerasus from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Trintech Group or the
Wider Cerasus Group has entered into contractual
arrangements and all such Authorisations necessary or reasonably
deemed appropriate by Cerasus to carry on the business of
any member of the Wider Trintech Group in any jurisdiction
having been obtained, in each case where a failure to make
such notification or filing or to wait for the expiry, termination
or lapsing of any such waiting period or to comply with such
obligation or obtain such Authorisation would be material to the
Wider Trintech Group taken as a whole and all such
Authorisations remaining in full force and effect at the Effective
Date and there being no notice or intimation of an intention
to revoke, suspend, restrict, modify or not to renew such
Authorisations;
2.3. save as
Disclosed or as publicly announced by or on behalf of Trintech
(in each case) prior to the date of this
announcement, there being no provision of any arrangement,
agreement, licence, permit, lease or other instrument to which any
member of the Wider Trintech Group is a party or by or to
which any such member or any of its assets is or may be bound or be
subject which, or any event or circumstance having occurred which
under any agreement, arrangement, licence, permit, lease or other
instrument which any member of the Wider Trintech Group is a
party to or to which any member of the Wider Trintech Group or any
of its assets may be bound, entitled or subject would result in, as
a consequence of the Acquisition or the acquisition or the proposed
acquisition by any member of the Wider Cerasus Group of
any shares or other securities (or the equivalent) in Trintech
or because of a change in the control or management of any member
of Trintech Group or otherwise, could or might reasonably be
expected to result in, in any such case to an extent
which is material in the context of the Wider Trintech Group
taken as a whole:
2.3.1. any monies borrowed by, or any
other indebtedness, actual or contingent, of any member of the
Wider Trintech Group being or becoming repayable, or capable
of being declared repayable, immediately or prior to its or their
stated maturity, or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or becoming
capable of being withdrawn or inhibited;
2.3.2. the rights, liabilities,
obligations, interests or business of any member of the
Wider Trintech Group under any such arrangement, agreement,
licence, permit, lease or instrument or the interests or business
of any member of the Wider Trintech Group in or with any other
firm or company or body or person (or any agreement or arrangements
relating to any such business or interests) being terminated or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
2.3.3. any member of the
Wider Trintech Group ceasing to be able to carry on business
in any jurisdiction in which it operates under any name under which
it presently does so;
2.3.4. any assets or interests of, or
any asset the use of which is enjoyed by, any member of the
Wider Trintech Group being or falling to be disposed of or
charged or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be
available to any member of the Wider Trintech Group otherwise
than in the ordinary course of business;
2.3.5. the creation or enforcement of
any mortgage, charge or other security interest over the whole or
any part of the business, property or assets of any member of the
Wider Trintech Group;
2.3.6. the value of, or the financial or
trading position or prospects of any member of the
Wider Trintech Group being prejudiced or adversely
affected;
2.3.7. the creation of any liability
(actual or contingent) by any member of the Wider Trintech
Group; or
2.3.8. any liability of any member of
the Wider Trintech Group to make any severance, termination,
bonus or other payment to any of the directors or other
officers;
2.4. except as
Disclosed or disclosed in the Annual Report and Accounts, or as
publicly announced by or on behalf of Trintech (in each case)
prior to the date of this announcement, no member of the
Wider Trintech Group having since 31 January 2010:
2.4.1. (save as
between Trintech and wholly owned subsidiaries
of Trintech and save for the issue of Trintech Shares on
the exercise of options granted under Trintech Share Option Schemes
issued or agreed to issue or authorised or proposed the issue of
additional shares or securities of any class, or securities
convertible into or exchangeable for shares, or rights, warrants or
options to subscribe for or acquire any such shares, securities or
convertible securities;
2.4.2.
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
(whether in cash or otherwise) save for any dividend
declared prior to the Effective Date by any wholly owned
subsidiary of Trintech;
2.4.3. save for
transactions between Trintech and its wholly owned
subsidiaries or between such wholly-owned subsidiaries, merged with
or demerged or acquired any body corporate, partnership or business
or acquired or disposed of, or transferred, mortgaged or charged or
created any security interest over, any assets or any right, title
or interest in any asset (including shares and trade investments)
or authorised, proposed or announced any intention to do so in each
case which is material in the context of the
Wider Trintech Group;
2.4.4. save as
between Trintech and its wholly owned subsidiaries or between
such wholly owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital
other than in the ordinary and usual course of carrying
out its current banking activities;
2.4.5. issued,
authorised or proposed the issue of any debentures, or (save as
between Trintech and its wholly owned subsidiaries or between
such wholly owned subsidiaries) incurred or increased any
indebtedness or contingent liability, in any such
case otherwise than in a manner which is materially consistent
with the business of the Wider Trintech
Group being conducted in the ordinary and usual course;
2.4.6. entered
into or varied or announced its intention to enter into or vary any
contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) (otherwise than in the
ordinary and usual course of business) which is of a long
term, unusual or onerous nature, or which involves or could involve
an obligation of a nature or magnitude which is, in any such case,
material in the context of the Wider Trintech Group or which is or
is likely to be materially restrictive on the business of any
member of the Wider Trintech Group or
the Wider Cerasus Group;
2.4.7. entered
into or varied the terms of any contract, service agreement or any
arrangement with any director or senior executive of any member of
the Wider Trintech Group;
2.4.8. proposed,
agreed to provide or modified the terms of any share option scheme,
incentive scheme, or other benefit relating to the employment or
termination of employment of any employee of the
Wider Trintech Group;
2.4.9. made or
agreed or consented to any significant change to the terms of the
trust deeds constituting the pension schemes established for its
directors, employees or their dependants or the benefits which
accrue, or to the pensions which are payable, thereunder, or to the
basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined or to the
basis on which the liabilities (including pensions) of such pension
schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a trust corporation,
which in any such case would be material in the context of the
pension schemes operated by Trintech Group;
2.4.10. implemented,
effected or authorised, proposed or announced its intention to
implement, effect, authorise or propose any reconstruction,
amalgamation, commitment, scheme or other transaction or
arrangement other than where it is not material in the context
of the Wider Trintech Group or between wholly owned
members of Trintech Group;
2.4.11. purchased, redeemed
or repaid or proposed the purchase, redemption or repayment of any
of its own shares or other securities or reduced or, save in
respect of the matters mentioned in sub-paragraph 2.4.6 above, made
any other change to any part of its share capital to an extent
which (other than in the case of Trintech) is material in the
context of the Wider Trintech Group taken as a whole;
2.4.12. waived or
compromised any claim otherwise than in the ordinary and
usual course of business which is material in the context of
the Wider Trintech Group taken as a whole;
2.4.13. (other than in
respect of a member which is dormant and was solvent at the
relevant time) taken or proposed any corporate action or (to
the extent material in the context of the Wider Trintech
Group taken as a whole) had any legal proceedings
instituted or threatened against it for its winding up (voluntary
or otherwise), dissolution, reorganisation or for the appointment
of any administrator, administrative receiver, trustee or similar
officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction;
2.4.14. been unable, or
admitted in writing that it is unable, to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of
its debts generally or ceased or threatened to cease carrying on
all or a substantial part of its business; or
2.4.15. entered into any
contract, commitment, agreement or arrangement or passed any
resolution with respect to or announced an intention to effect or
propose any of the transactions, matters or events referred to in
this paragraph 2.4;
2.5. except as
Disclosed by or on behalf of Trintech to Cerasus or
disclosed in the Annual Report and Accounts, or as publicly
announced by or on behalf of Trintech (in each case) prior to
the date of this announcement, since 31 January 2010:
2.5.1. there having been no adverse
change in the business, assets, financial or trading
position, profits or prospects of any member of the
Wider Trintech Group which is material in the context of the
Wider Trintech Group taken as a whole;
2.5.2. no litigation, arbitration
proceedings, prosecution or other legal proceedings having been
threatened, announced or instituted by or against or remaining
outstanding against any member of the Wider Trintech Group or
to which any member of the Wider Trintech Group is or may
become a party (whether as plaintiff or defendant or otherwise) and
no enquiry or investigation by or complaint or reference to any
Third Party against or in respect of any member of the
Wider Trintech Group having been threatened, announced or
instituted or remaining outstanding which, in any such case, might
be reasonably likely to adversely affect any member of the Wider
Trintech Group to an extent which is material to the
Wider Trintech Group taken as a whole;
2.5.3. no contingent or other liability
having arisen or being likely to arise or having become apparent
to Cerasus which is or would be likely to adversely
affect the business, assets, financial or trading position or
profits or prospects of any member of the Wider Trintech Group
to an extent which is material to the Wider Trintech
Group taken as a whole; and
2.5.4. no steps having been taken and no
omissions having been made which are likely to result in the
withdrawal, cancellation, termination or modification of any
licence, consent, permit or authorisation held by any member of the
Wider Trintech Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and likely to
adversely affect the Wider Trintech Group taken as a
whole;
2.6. except as
Disclosed or disclosed in the Annual Report and Accounts, or
publicly announced by or on behalf of Trintech, in each case
prior to the date of this announcement, Cerasus not
having discovered:
2.6.1. that any financial, business or
other information concerning the Wider Trintech Group publicly
Disclosed or disclosed to any member of the Cerasus Group
at any time by or on behalf of any member of the
Wider Trintech Group is materially misleading, contains a
misrepresentation of material fact or omits to state a material
fact necessary to make the information contained therein not
misleading;
2.6.2. that any member of the
Wider Trintech Group or any company or other entity in which
any member of the Wider Trintech Group has an interest and which is
not a subsidiary undertaking of Trintech is subject to any
liability, contingent or otherwise, which is not disclosed in the
Annual Report and Accounts or Interim Results
of Trintech, and which is material in the context of
the Wider Trintech Group taken as a whole; or
2.6.3. any information which affects the
import of any information Disclosed to Cerasus prior to
the date of this announcement at any time by or on behalf of any
member of the Wider Trintech Group and which is material in
the context of the Wider Trintech Group taken as a whole;
and
2.7. except as
Disclosed or disclosed in the Annual Report and Accounts or
publicly announced by or on behalf of Trintech, in each case
prior to the date of this announcement, in relation to any release,
emission, accumulation, discharge, disposal or other fact or
circumstance which has impaired or is likely to impair the
environment (including property) or harmed or is likely to harm
human health, no past or present member of the Wider Trintech
Group (i) having committed any violation of any applicable laws,
statutes, regulations, notices or other requirements of any Third
Party; and/or (ii) having incurred any liability (whether actual or
contingent) to any Third Party; and/or (iii) being likely to incur
any liability (whether actual or contingent), or being required, to
make good, remediate, repair, reinstate or clean up the environment
(including any property), which (in each case) is material in the
context of the Wider Trintech Group taken as a whole.
3.
Subject to Condition 4 below, Cerasus reserves the right to
waive in whole or in part all or any of the Conditions except
Conditions 1.
4.
Subject to the consent of the Panel, Cerasus reserves the
right to effect the Acquisition by way of a takeover offer. In such
event, such offer will be implemented on the same terms (subject to
appropriate amendments, including (without limitation) an
acceptance condition set at 80 per cent. of the nominal value and
voting rights of Trintech Shares to which such an offer relates and
which are not already in the beneficial ownership of
Cerasus).
5.
If Cerasus is required by the Panel to make an offer
for Trintech Shares under the provisions of Rule 9 of the
Takeover Rules, then Cerasus may make such alterations to
any of the above conditions as are necessary to comply with the
provisions of that Rule.
APPENDIX II
Sources and Bases of Information
Save as otherwise stated, the following constitute the bases and
sources of certain information referred to in this
announcement:
- The financial information relating to Trintech has been
extracted from its audited consolidated annual accounts for the
relevant periods and the interim unaudited financial
statements as published by Trintech, all of which are
prepared in accordance with US GAAP.
- The value placed on the entire issued and to be issued ordinary
share capital of Trintech by the Acquisition is based on 16,921,172
Trintech ADS's in issue at the date of this announcement and
2,668,983 Trintech ADS's issued Trintech Optionholders as at 13
October 2010 and 20,000 Trintech ADS's available for issuance
pursuant to the outstanding purchase rights under the Trintech
Employee Share Purchase Plan. Each Trintech ADS represents two
Trintech Shares. As at the date of this announcement therefore,
there are 33,842,344 Trintech Shares in issue.
- All prices quoted for Trintech ADS's represent Closing
Prices on the relevant date and are derived from NASDAQ.
APPENDIX III
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
'Act' |
the Companies Act 1963 (as amended); |
Acquisition' |
the proposed acquisition
by Cerasus of Trintech by means of the Scheme of
Arrangement as described in this announcement; |
'Annual Report and Accounts' |
the annual report and accounts
of Trintech for the year ended 31 January 2010 as filed
on Form 20-F; |
'Associate' |
has the meaning given to that term in the
Takeover Rules; |
'Authorisations' |
authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, certificates,
permissions or approvals; |
'Business Day' |
a day (excluding Saturdays, Sundays and
public holidays) on which banks are generally open for business in
the City of Dublin, Ireland or the State of New York; |
'Cerasus' |
Cerasus II Limited |
'Cerasus Board' |
the board of directors of Cerasus as at the
date of this announcement; |
'Cerasus Directors' |
the members of the Cerasus Board as at the
date of this announcement; |
'Cerasus Group' |
Cerasus and Spectrum Equity Investors; |
'Closing Price' |
the closing price of a Trintech ADS as
derived from NASDAQ; |
'Companies Acts' |
the Companies Acts 1963 to 2009; |
'Conditions' |
the conditions to the implementation of the
Acquisition and the Scheme set out in Appendix I of this
announcement and 'Condition' means any one of them; |
'Consideration' |
the cash consideration of $6.60 per Trintech
ADS payable in cash for each Trintech ADS acquired pursuant to the
Offer or $3.30 per Trintech Share payable in cash for each Trintech
Share acquired pursuant to the Offer; |
'Court Meeting' |
the meeting or meetings of the Scheme
Shareholders (and any adjournment thereof) to be convened pursuant
to an order of the High Court pursuant to section 201 of the Act
for the purpose of considering and, if thought fit, approving the
Scheme (with or without amendment); |
'Court Order' |
the order or orders of the High Court
sanctioning the Scheme under section 201 of the Act and confirming
the reduction of share capital which forms part of it under
sections 72 and 74 of the Act or, where the context so requires,
either of them; |
'Disclosed' |
in the context of the Conditions means fairly
disclosed by or on behalf of Trintech to Cerasus or its respective
employees, officers or advisers; |
'Effective Date' |
the date on which the Scheme becomes
effective in accordance with its terms; |
'Expenses Reimbursement Agreement' |
the agreement between Cerasus and Trintech
whereby Trintech has agreed to pay a certain amount of Cerasus'
expenses in connection with the Acquisition which is described in
paragraph 8 of this announcement; |
'Extraordinary General Meeting' |
the extraordinary general meeting of Trintech
Shareholders to be convened in connection with the Acquisition and
expected to be held on the same day as the Court Meeting, including
any adjournment thereof; |
'Financial Regulator' |
the Central Bank of Ireland; |
'Goodbody Corporate Finance' |
Goodbody Corporate Finance of Ballsbridge
Park, Ballsbridge, Dublin 4, which is regulated in Ireland by the
Financial Regulator; |
'Hearing Record Time' |
means 6.00pm on the day prior to the date on
which the High Court hears the petition to sanction the Scheme,
confirm the associated reduction of capital of Trintech and grant
the Court Order to approve the Scheme; |
'High Court' |
the High Court of Ireland; |
'Interim Results' |
means the unaudited interim consolidated
financial results of Trintech for the nine month period ended
31 October 2011; |
'Ireland' or 'Republic of Ireland' |
Ireland excluding Northern Ireland and the
word "Irish" shall be construed accordingly; |
'NASDAQ' |
the NASDAQ Global Market; |
'Non-Participating Third Party' |
means any third party other than a party
(including its Associates) that: (i) has executed a non-disclosure
agreement with the Company, (ii) has received non-public
information from the Company, in each case, in connection with a
proposed acquisition of some or all of the issued share capital of
the Company and (iii) has submitted a bid letter, indication of
interest letter or some such similar document, in each case, in
connection with a proposed acquisition of some or all of the issued
share capital of the Company; |
'Northern Ireland' |
the counties of Antrim, Armagh, Derry, Down,
Fermanagh and Tyrone on the Island of Ireland |
'Offer' |
should Cerasus elect to make the
Acquisition by way of a contractual offer (subject to the consent
of Trintech or if required, the Panel), the recommended offer to be
made by Cerasus for Trintech, on the terms and
subject to the conditions set out in this announcement and to be
set out in the formal offer document and where the context admits,
any subsequent revision, variation, extension or renewal of such
offer; |
'Offer Period' |
has the meaning given to it in the Takeover
Rules; |
'Panel' |
the Irish Takeover Panel; |
'publicly announced' |
any public announcement by Trintech filed
with the SEC; |
'Registrar of Companies' |
the Registrar of Companies in Dublin,
Ireland |
'Scheme' or 'Scheme of Arrangement' |
the proposed scheme of arrangement under
section 201 of the Act between Trintech and the holders of the
Scheme Shares, and the capital reduction under sections 72 and
74 of the Act with or subject to any modification thereof or in
addition thereto or condition agreed by Trintech
and Cerasus and which the High Court may think fit to
approve or impose; |
'Scheme Document' |
the document to be posted to Trintech
Shareholders and others containing, amongst other things, (i) the
Scheme (ii) the notice or notices of the Court Meeting and EGM
(iii) an explanatory statement as required by Section 202 of the
Act with respect to the Scheme (iv) such other information as may
be required or necessary pursuant to the Act, the Takeover Rules or
the Securities Act and (v) such other information as Trintech and
Cerasus shall agree; |
'Scheme Shareholders' |
the holders of Scheme Shares; |
'Scheme Shares' |
Trintech Shares: |
|
in issue on the date of this announcement
(excluding the seven shares held by nominees); |
|
(if any) issued after the date of this
announcement and prior to the Voting Record Time; |
|
(if any) issued on or after the Voting Record
Time and at or prior to the Hearing Record Time either on terms
that the original or any subsequent holder thereof shall be bound
by the Scheme or, in the case of any such shares issued prior to
the adoption of the amendment to Trintech Articles to be adopted at
the Trintech Extraordinary General Meeting, in respect of which the
holder thereof shall have agreed in writing to be bound by the
Scheme; |
'SEC' |
United States Securities and Exchange
Commission; |
'Takeover Rules' |
the Irish Takeover Panel Act 1997, Takeover
Rules 2007 (as amended); |
'Third Party' |
a government, central bank, governmental,
quasi-governmental, supranational, statutory, regulatory or
investigative body (including any national or supranational
antitrust or merger control authorities), trade agency, court,
tribunal, association, institution, environmental body or any other
body or person in any jurisdiction; |
'Transaction Agreement' |
the Transaction Agreement dated 15 October
2010 between Cerasus and Trintech in relation to the implementation
of the Scheme and the Acquisition; |
'Trintech' or 'the Company' |
Trintech Group plc; |
'Trintech ADS's' |
American Depository Shares, each representing
two Trintech Shares |
'Trintech Articles' |
the articles of association of Trintech
in force from time to time; |
'Trintech Board' |
the board of directors of Trintech as at
the date of this announcement; |
'Trintech Directors' |
the members of the Trintech Board as at the
date of this announcement; |
'Trintech Group' |
Trintech and its subsidiary and associated
undertakings; |
'Trintech Optionholders' |
holders of options under the Trintech Share
Option Schemes; |
'Trintech Share Option Schemes' |
the Trintech Group plc Share Option Plan
2007, the Trintech Group plc Share Option Plan for Directors and
Consultants 2007, the Trintech Group Limited Share Option 1997
Scheme and the Trintech Group plc Directors and Consultants Share
Option 1998 Scheme; |
'Trintech Shareholders' |
the registered holders of Trintech
Shares, and 'Trintech Shareholder' means any of such holders; |
'Trintech Shares' |
the ordinary shares of $0.0027 each in the
capital of Trintech and 'Trintech Share' means any one of
them; |
'United States' or 'US' |
the United States of America (including the
states of the United States and the District of Columbia), its
possessions and territories and all areas subject to its
jurisdiction; |
'Voting Record Time' |
the time and date to be specified as the
voting record time for the Court Meeting (or any adjournment
thereof) in the Scheme Document; |
'Wider Trintech Group' |
Trintech Group and associated undertakings
and any other body corporate, partnership, joint venture or person
in which Trintech Group and such undertakings (aggregating their
interests) have an interest of more than 20 per cent. of the voting
or equity capital or the equivalent; |
'Wider Cerasus Group' |
the Cerasus Group and associated
undertakings and any other body corporate, partnership, joint
venture or person in which the Cerasus Group and such
undertakings (aggregating their interests) have an interest of more
than 20 per cent. of the voting or equity capital or the
equivalent. |
All amounts contained within this document referred to by "$"
and "c" refer to the US dollar and US cents.
Any reference to "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the
European Communities (Companies: Group Accounts) Regulations,
1992.
Any reference to "subsidiary" has the meaning given to it by
Section 155 of the Act.
Any references to any provision of any legislation shall include
any amendment, modification, re-enactment or extension
thereof. Any reference to any legislation is to Irish
legislation unless specified otherwise.
Words importing the singular shall include the plural and vice
versa and words supporting the masculine shall include the feminine
or neuter gender.
CONTACT: Trintech Group Plc
Media Contact
Dave Tomlinson
(972) 739-1611
dave.tomlinson@trintech.com
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