D+H Enters into Definitive Agreement to be Acquired by Vista Equity Partners
D+H Shareholders to Receive $25.50 per Share in Cash
Transaction Valued at an Approximate $4.8 Billion Enterprise Value
TORONTO and AUSTIN, March 13, 2017 /CNW/ - DH Corporation (TSX: DH) ("D+H" or the "Company"), a leading provider of technology solutions to financial institutions globally, and Vista Equity Partners ("Vista") today announced that they have entered into a definitive arrangement agreement under which Vista will acquire all of the outstanding shares of DH Corporation for $25.50 per share in cash including the assumption of all debt obligations including the issued convertible debentures, for a total enterprise value of approximately $4.8 billion. The transaction price represents a premium of approximately 36% over D+H's closing share price on December 5, 2016, the last trading day before media reports surfaced suggesting the Company was exploring strategic alternatives.
Vista intends to combine D+H with another of its portfolio companies, United Kingdom-based, Misys, a leading global software provider for retail and corporate banking, lending, treasury and capital markets, investment management and enterprise risk. The combination will create a diversified FinTech market leader, with a global footprint and one of the broadest set of financial software solutions available to the market with approximately $2.96 billion (approximately US$2.2 billion) in revenues, approximately 10,000 employees, and 9,000+ customers across 130 countries, including 48 of the top 50 Banks.
Misys and D+H are highly complementary in terms of both software solutions and geographical footprint. With D+H's strength in Payments, Lending, and Retail Banking solutions in North America combined with Misys's strength in Capital Markets, Corporate Banking, and Retail Banking globally, the combined business will serve customers all over the world with an unrivalled, broad and complete solution portfolio. The integration of these solutions will also create one of the broadest offerings in the financial services space.
Paul Damp, Chairman of the Board of D+H, said, "After a comprehensive review of strategic alternatives, the Special Committee of Independent Directors and our Board have unanimously concluded that this agreement is in the best interests of the Company and our stakeholders. We are pleased that this transaction appropriately recognizes the value of D+H's market-leading suite of mission-critical FinTech solutions, which are trusted by thousands of financial institutions, governments and corporations."
Gerrard Schmid, Chief Executive Officer of D+H, said, "The combination of D+H and Misys creates a global leader in financial technology, with a broad array of products to serve customers. D+H brings depth in North America and leadership in payments and lending; while Misys has a strong market position in Europe, the Middle East, Africa, and Asia; and leadership capabilities in banking, capital markets, investment management and risk solutions. I believe this transaction is beneficial to our customers, shareholders and employees. We look forward to working closely with Vista and the leadership team at Misys to complete this transaction."
"The combination of our two companies creates significant opportunity for our customers, our employees and our partners," said Nadeem Syed, CEO of Misys. "By coming together, we have the opportunity to create a global FinTech leader, positioning us to lead the corporate banking software space, accelerate our cloud-based offerings, and expand our footprint in North America. The complementary nature of our two organizations combined with our robust domain expertise and strong leadership means that we will be able to bring even more value to our clients through our expanded offerings."
"We are thrilled by the prospect of combining these two leaders in the FinTech industry," said Brian N. Sheth, Co-Founder and President of Vista Equity Partners. "D+H is an outstanding company with impressive talent and deep experience providing technology solutions to financial institutions worldwide. Over the last five years we have worked closely with the Misys management team to transform and grow its global business and this is a great next step in that process. Together, Misys and D+H have the promise to shape and lead the future of financial software."
The completion of the transaction is subject to court approval and the approval of DH's shareholders by more than 66 2/3% of the votes cast by shareholders present in person or by proxy at the special meeting. The Company intends to mail a proxy circular in the upcoming weeks to shareholders for a meeting expected to be held in May 2017. The transaction is subject to customary closing conditions, including receipt of all regulatory approvals, and is expected to close prior to the end of the third quarter 2017.
Credit Suisse and RBC Capital Markets are serving as financial advisors and provided fairness opinions to D+H, and Stikeman Elliott LLP and Cravath, Swaine & Moore LLP are serving as legal advisors. Morgan Stanley, along with Barclays and Citi, are serving as financial advisors to Vista Equity Partners. Kirkland & Ellis LLP and Goodmans LLP are serving as legal advisors to Vista Equity Partners. Evercore is serving as financial advisor to Misys.
The transaction is structured as a plan of arrangement under the Business Corporations Act (Ontario). Further details regarding the terms of the transaction are set out in an Arrangement Agreement which will be publicly filed by DH under its profile at www.sedar.com.
Within 30 days following the close of the transaction, as required in accordance with their terms, the Company will make a cash offer to purchase all of the outstanding convertible debentures of D+H at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest (the "Debenture Offer"). In addition, beginning ten trading days before the anticipated date of the closing of the transaction, until 30 days after the Debenture Offer is delivered, holders of the 6.0% Convertible Debentures will be entitled to convert their debentures and receive, subject to the completion of the transaction, an additional number of D+H shares as set out in the 6.0% Convertible Debentures prospectus. Completion of the arrangement is not conditional on whether holders of convertible debentures tender to the Debenture Offer or convert their debentures to receive D+H common shares.
D+H (TSX: DH) is a leading financial technology provider that the world's financial institutions rely on every day to help them grow and succeed. Our global payments, lending and financial solutions are trusted by nearly 8,000 banks, specialty lenders, community banks, credit unions, governments and corporations. Headquartered in Toronto, Canada, D+H has more than 5,500 employees worldwide who are passionate about partnering with clients to create forward-thinking solutions that fit their needs. With annual revenues in excess of $1.6 billion CAD, D+H is recognized as one of the world's top FinTech companies on IDC Financial Insights FinTech Rankings and American Banker's FinTech Forward rankings. For more information, visit dh.com.
About Vista Equity Partners
Vista Equity Partners, a U.S.-based investment firm with offices in Austin, San Francisco, Oakland, and Chicago with more than $28 billion in cumulative capital commitments, currently invests in software, data and technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista's investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit www.vistaequitypartners.com.
Misys provides the broadest, deepest portfolio of financial services software on the market. Our solutions cover retail and corporate banking, lending, treasury, capital markets, investment management and enterprise risk. With more than 2,000 customers across 125 countries our team of domain experts and partners has an unparalleled ability to address industry requirements at both a global and local level. We deliver market leading solutions by putting customer needs at the centre of everything we do. We offer a unique componentised, open architecture to enable our clients to innovate, connect and expand their existing services and increase value faster. To learn more about how our Fusion software portfolio can deliver a holistic view of your operations, and help you to solve your most complex challenges, please visit www.misys.com and follow @MisysFS on Twitter. For the latest news, interviews, videos and features from the financial technology industry visit www.fusionwire.net.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"), including without limitation statements as to D+H, Vista and Misys' management's expectations with respect to: the proposed combination of D+H and Misys, including the new company's products, financial position, cash flows and growth prospects; the anticipated benefits of the transaction; and certain combined operational, financial and other information and projections. This press release also contains forward-looking statements regarding the anticipated completion of the transaction and timing thereof. The combined and/or pro forma information included in this press release does not reflect what the actual financial and operational results would necessarily have been had D+H and Misys operated as a single combined entity for the periods presented, and such information does not purport to project the new company's financial results and results of operations for any future period. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would", "could", "should", "continue", "goal", "objective", and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Certain material factors and assumptions were applied in providing these forward-looking statements. Forward-looking information involves numerous assumptions including assumptions concerning: customer demand for the new company's products; and the receipt, in a timely manner, of regulatory, shareholder and Canadian court approvals in respect of the transaction. D+H has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements. Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that actual results will be consistent with these forward-looking statements. Not all factors which affect our forward-looking information are known, and actual results may vary from the projected results in a material respect, and may be above or below the forward-looking information presented in a material respect.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this press release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners, and competitors; and diversion of management time on the transaction. There are also risks that are inherent in the nature of the transaction, including: risks regarding the integration of the two entities; incorrect assessments of the values of the other entity; and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary regulatory, Canadian court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the transaction. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this press release concerning the timing of the transaction. A comprehensive discussion of other risks that impact D+H can also be found on the Company's most recently filed Annual Information Form and the most recently filed annual MD&A for the year ended December 31, 2016, available on SEDAR at www.sedar.com.
D+H does not undertake any obligation to update forward-looking statements should the factors and assumptions related its plans, estimates, projections, beliefs and opinions, including those listed above, change except as required by applicable securities laws.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.
REGULATORY FILINGS AND ADDITIONAL INFORMATION
DH Corporation is listed on the Toronto Stock Exchange under the symbol DH. Further information can be found at dh.com and in the disclosure documents filed by DH Corporation with the securities regulatory authorities at sedar.com.
SOURCE DH Corporation