SS&C Technologies Holdings, Inc. agreed to acquire Blue Prism Group plc from Jupiter Investment Management Limited, Lead Edge Capital Management, LLC, Coast Capital Management, LP and others for £1.3 billion.
It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement. The Scheme will be put to Blue Prism Shareholders for approval at the Court Meeting and at the Blue Prism General Meeting. In order to become Effective, (i) the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75% in value of the Blue Prism Shares voted at that meeting, (ii) the Special Resolution approving and implementing the Scheme must be passed by Blue Prism Shareholders representing at least 75% of votes cast at the Blue Prism General Meeting, and (iii) the Scheme must be sanctioned by the Court. The Acquisition is subject to the the receipt of the relevant clearances from the competition and regulatory authorities, in particular antitrust clearances in the US and Russia and foreign investment approval in the UK, to the extent required, Third party approvals, No material transactions, claims or changes in the conduct of the business of the Wider Blue Prism Group,No material adverse change, litigation or regulatory enquiry.
The Blue Prism Directors, who have been advised by Qatalyst Partners as to the financial terms of the SS&C Offer, consider the terms of the SS&C Offer to be fair and reasonable. The Blue Prism Directors intend to recommend unanimously that Blue Prism Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the Blue Prism General Meeting, each to be convened in due course. The Blue Prism Directors have decided unanimously to withdraw their recommendation of the Increased Vista Offer and will adjourn the Vista Offer Shareholder Meetings currently re-convened for December 9, 2021. In evaluating the SS&C Offer, the directors of Blue Prism have considered various aspects of the SS&C Offer and consider the SS&C Offer to represent a superior offer for Blue Prism's shareholders as compared with the Vista Offer. As of January 13, 2022, shareholders of Blue Prism Group plc has approved the transaction. The Acquisition is subject to the Conditions set out in Part 3 of the Scheme Document, including a notification having been made to the Secretary of State under the UK National Security and Investment Act 2021 and (a) the Secretary of State confirming that no further action will be taken in relation to the Acquisition under the NS&I Act (b) if the Secretary of State issues a call-in notice under the NS&I Act in relation to the Acquisition (i) Bidco receiving a final notification that no further action in relation to the Call-In Notice is to be taken under the NS&I Act; or (ii) the Secretary of State making a final order in relation to the Acquisition under the NS&I Act which permits the Acquisition to be completed subject to the provisions of such final order. All Conditions relating to mandatory regulatory and antitrust clearances have now been satisfied. Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions to the Acquisition, including the Court's sanction of the Scheme at the Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies. The Court Hearing, at which the Court will be asked to sanction the Scheme, is expected to take place on March 14, 2022. The last day of dealings in, and registration of transfers of, Blue Prism Shares on AIM is expected to be March 15, 2022 and trading in Blue Prism Shares on AIM will be suspended with effect from March 16, 2022. The High Court of Justice in England and Wales has issued the Court Order sanctioning the Scheme under section 899 of the Companies Act 2006 as of March 14, 2022. All of the Conditions to the Acquisition have been satisfied or waived other than the delivery to the Registrar of Companies of a copy of the Court Order which is expected to take place on March 16, 2022, at which point the Scheme will become Effective.
Jason DiLullo and Peter Spofforth of Qatalyst Partners Limited, James Robertson, Oliver Elias and Alex Newma of Merrill Lynch International, Carlton Nelson, Ben Griffiths and Sebastian Lawrence of Investec Bank plc acted as financial advisors to Blue Prism Group plc. Jason Gurandiano, Erik-Jaap Molenaar and Paul Lim of RBC Europe Limited acted as financial advisor to SS&C Technologies Holdings, Inc. Simon Morgan, Charles Howarth, Brian Sher, Andrew Quayle and Cathy Wears of CMS Cameron McKenna Nabarro Olswang LLP and Will Pearce, Leonard Kreynin, Nick Benham, Scott M. Herrig, Aaron Ferner, Sanders Witkow, Jonathan Cooklin, Matthew Yeowart of Davis Polk & Wardwell London LLP acted as legal advisor to Blue Prism Group plc and SS&C Technologies Holdings, Inc respectively. James Robertson, Oliver Elias and Alex Newman of BofA Securities Inc. acted as financial advisor to Blue Prism Group plc. As a result of the completion of the acquisition, Blue Prism's admission to trading on the AIM market of the London Stock Exchange will be cancelled with effect from March 17, 2022.