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 the pre-conditions to the Offer regarding the
receipt of irrevocable undertakings to accept the Offer have been
satisfied.
The Offer was conditional upon Cerasus having received
irrevocable undertakings to vote in favour of the Acquisition and
the Scheme in respect of approximately 24.1 per cent. of the entire
issued share capital of Trintech (on a fully diluted basis) as
follows:
-- Cerasus receiving irrevocable undertakings from each of the
Trintech Directors to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the Extraordinary
General Meeting in respect of all of their beneficial shareholdings
of Trintech Shares (and, where applicable, of their connected
persons amounting in aggregate to 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.
-- These irrevocable undertakings will cease to be binding
if:
- The Scheme Document is not posted within the timeframe required
by the Takeover Rules or such later time or date as the Offeror and
the Company may in writing agree with Panel consent (if
required);
- an announcement is made pursuant to Rule 2.5 of the Takeover
Rules on or before the date of the Court Meeting in respect of an
offer made by a Non-Participating Third Party for the entire issued
and to be issued share capital of the Company and pursuant to the
terms of such Non-Participating Third Party competing offer
Trintech Shareholders are entitled to receive or elect to receive
consideration exceeding US$3.30 per Trintech Share ($6.60 per
Trintech ADS) and Cerasus does not make a definitive revised offer
to the Company within 96 hours of such announcement which would
provide equal or superior financial value to the Trintech
Shareholders in comparison to the Non-Participating Third Party
competing offer;
- the Scheme is not implemented, or lapses or is withdrawn (or
the Takeover Offer lapses or is withdrawn) and no new, revised or
replacement Scheme or Takeover Offer at a price per Trintech ADS
equal to or higher than $6.60 per Trintech ADS is announced by
Cerasus in accordance with the Takeover Rules at the same time or
within 96 hours of the lapse or withdrawal;
- Cerasus announces, with the consent of any relevant authority
(if required) and before the Scheme Document (of Offer Document, as
the case may be) is posted, that it does not intend to proceed with
the Scheme and no new, revised or replacement Scheme (or Takeover
Offer as the case may be), at a price per Trintech ADS equal to or
higher than $6.60 per Trintech ADS is announced by Cerasus in
accordance with the Takeover Rules at the same time or within 96
hours of the initial announcement;
- if the Resolutions are not passed at the Extraordinary General
Meeting or the Court Meeting, in circumstances where (i) the
Company has complied in all material respects with its obligations
pursuant to the Transaction Agreement and (ii) the Directors have
complied in all material respects with the terms of their
irrevocable undertakings.
Enquiries: |
|
|
|
Cerasus |
|
Chris Mitchell |
Tel: +1.617.464.4600 |
Adam Margolin |
|
|
|
Trintech |
Tel: +353.1.293.9840 |
Joseph Seery |
|
|
|
William Blair & Compay 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.
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.
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; |
'Associate' |
has the meaning given to that term in the
Takeover Rules; |
'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 |
'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); |
'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; |
'High Court' |
the High Court of Ireland; |
'Ireland' or 'Republic of Ireland' |
Ireland excluding Northern Ireland and the
word "Irish" shall be construed accordingly; |
'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; |
'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 Shareholders' |
the registered holders of Trintech
Shares, and 'Trintech Shareholder' means any of such holders; |
'Trintech Shares' |
the ordinary shares of $0.0027 each in the
capital of Trintech and 'Trintech Share' means any one of
them; |
'United States' or 'US' |
the United States of America (including the
states of the United States and the District of Columbia), its
possessions and territories and all areas subject to its
jurisdiction; |
All amounts contained within this document referred to by "$"
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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