Trintech Group Plc Sets EGM Date of 29 November 2010 to Consider Proposed Acquisition
November 02 2010 - 3:08PM
Trintech Group Plc (Nasdaq:TTPA), a leading global provider of
integrated financial governance, risk management and compliance
(GRC) software solutions, has confirmed that the dates for an EGM
of the company and a High Court convened meeting of the company to
consider a proposed acquisition of Trintech by Cerasus II Limited
have now been set.
The EGM will take place at Bewley's Hotel, Central Park,
Leopardstown, Dublin 18, Ireland on 29 November 2010 at 11:30 hrs
(Irish Standard Time). The EGM is being held to seek shareholder
approval for the proposed acquisition. It is proposed that
Trintech will reduce the issued share capital of the company by
cancelling the existing shares and will then issue an equal number
of new shares to the acquirer and/or its nominees.
In addition to the EGM, the plans for the proposed scheme of
arrangement will require a High Court convened meeting of
shareholders which will also take place on 29 November 2010 at the
same address at 11:00 hrs (Irish Standard Time). The High Court
convened meeting is required because the proposed acquisition is
being effected by means of a scheme of arrangement under the Irish
Companies Acts.
Shareholders and ADS holders will receive explanatory
documentation relating to the scheme of arrangement, together with
notice of the meetings, in due course.
Any enquiries relating to this press release should be directed
to the Company's financial advisor at:
William Blair & Company 222 West Adams Street, Chicago,
Illinois 60606 DDaul@williamblair.com 312.236.1600
About Trintech Group
Trintech Group Plc (Nasdaq:TTPA) is a leading global provider of
integrated financial governance, risk management, and compliance
(GRC) software solutions for commercial, financial, and healthcare
markets. Trintech's recognised expertise in reconciliation process
management, financial data aggregation, revenue and cost cycle
management, financial close, reporting, risk management, and
compliance enables customers to gain greater visibility and control
of their critical financial processes leading to better overall
business performance.
For more information on how Trintech can help you increase
confidence in business performance and reduce financial risk,
please contact us online at www.trintech.com or at our principal
business office in Addison, Texas, or through an international
office in Ireland, the United Kingdom, or the Netherlands.
Trintech • 15851 Dallas Parkway, Suite 900 • Addison, TX 75001 •
Tel 1 972 701 9802 Trintech UK Ltd. • Warnford Court, 29
Throgmorton St. • London EC2N2AT, UK • Tel +44 (0) 20 7628
5235 Trintech Technologies • Block C, Central Park •
Leopardstown, Dublin 18, Ireland • Tel +353 1 293 9840
Trintech • Cypresbaan 9 • 2908 LT Capelle a/d Ijssel, The
Netherlands • Tel +31 (0) 10 8507 474
This announcement does not constitute an offer or recommendation
to purchase, sell, subscribe for or exchange or an invitation to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any note or approval in any jurisdiction pursuant
to the proposed acquisition or otherwise. Any decision in relation
to the scheme of arrangement and related proposals should be made
only on the basis of the related documentation as and when
issued.
The Directors of Trintech Group plc accept responsibility for
the information contained in this announcement. To the best
of their knowledge and belief (having taken all reasonable care to
ensure such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Any person interested in 1% or more of any class of relevant
securities of Trintech Group plc (including by means of an option
in respect of, or a derivative referenced to, any such 'relevant
securities') may have disclosure obligations under Rule 8.3 of the
Irish Takeover Panel Act 1997, Takeover Rules, 2007 (as amended)
effective from the commencement of the offer period (being 21
September 2010).
'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 Irish Takeover
Rules, which can also be found on the Irish Takeover 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.
This announcement has been issued
through the Companies Announcement Service of The Irish Stock
Exchange
CONTACT: Trintech Group Plc
Press Contact:
Dallas:
Dave Tomlinson, Director, Marketing
+1 972 739-1611
dave.tomlinson@trintech.com
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