SS&C Increases Offer on Non-Binding Indicative Proposal to Acquire GBST Holdings Limited

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Jul 03, 2019, 08:56 ET

WINDSOR, Conn., July 3, 2019 /PRNewswire/ -- SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) today announced that it has increased its non-binding indicative offer to acquire all of the shares in GBST Holdings Limited (ASX:GBT, "GBST") to a price of A$3.60 cash per share or approximately A$250 million equivalent to approximately US$175 million. SS&C and GBST have also entered into amended exclusivity arrangements with GBST, which remain subject to certain customary fiduciary exceptions for GBST. No assurances can be given as to the transaction between SS&C and GBST being consummated or the terms of such transaction.

GBST is a specialist financial technology company which provides administration and transaction processing software for retail wealth management organizations and global and regional investment banks.

Please refer to SS&C's press release dated July 1, 2019 and GBST's press release dated July 3, 2019 for more information on the proposal.

About SS&C Technologies

SS&C is a global provider of investment and financial services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut and has offices around the world. Some 18,000 financial services and healthcare organizations, from the world's largest institutions to local firms, manage and account for their investments using SS&C's products and services.

Forward Looking Statements

Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance, underlying assumptions, and other statements that are other than statements of historical facts. The forward-looking statements contained herein include, but are not limited to, statements about the expected effects on SS&C of the proposed acquisition of GBST, the expected timing and conditions precedent relating to the proposed acquisition of GBST, anticipated financial results of GBST, anticipated earnings enhancements, synergies, and other strategic options. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects", "estimates", "projects", "forecasts", "may", "assume", "anticipates", "intend", "will", "continue", "opportunity", "predict", "potential", "future", "guarantee", "likely", "target", "indicate", "would", "could" and "should" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect the best judgment of SS&C and GBST management based on factors currently known but are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, unanticipated issues associated with the satisfaction of the conditions precedent to the proposed acquisition; issues associated with obtaining necessary regulatory approvals and the terms and conditions of such approvals; the inability to obtain financing and the terms of any financing; the inability to integrate successfully GBST within SS&C and to obtain anticipated synergies; exposure to potential litigation; and changes in anticipated costs related to the acquisition of GBST. Additional factors that could cause actual results and developments to differ materially include, among others, the state of the economy and the financial services industry, SS&C's and GBST's ability to finalize large client contracts, fluctuations in customer demand for SS&C's and GBST's products and services, intensity of competition from application vendors, delays in product development, SS&C's and GBST's ability to control expenses, terrorist activities, cyber attacks, exposure to litigation, SS&C's ability to integrate acquired businesses, the effect of the acquisitions on customer demand for SS&C's products and services, the market price of SS&C's stock prevailing from time to time, SS&C's and GBST's cash flow from operations, general economic conditions, and those risks discussed in the "Risk Factors" section of SS&C's 2018 Annual Report on Form 10-K and 2019 Quarterly Report on Form 10-Q, which are on file with the Securities and Exchange Commission (the "SEC"). Forward-looking statements speak only as of the date on which they are made and, except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements.

SOURCE SS&C