DUBLIN, Ireland and DALLAS, Oct. 15, 2010 (GLOBE NEWSWIRE) -- 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- the Scheme is not implemented, or lapses or is withdrawn (or the Takeover Offer lapses or is withdrawn) and no new, revised or replacement Scheme or Takeover Offer at a price per Trintech ADS equal to or higher than $6.60 per Trintech ADS is announced by Cerasus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.