Linedata Services Increases Its Offer for Financial Models Company

Friday 21 January 2005 06:00 CET | News

Linedata Services has agreed to increase the consideration offered under its previously announced bid to acquire all of the outstanding common shares and Class C shares of Financial Models Company (FMC).

Linedata also recently announced an extension to the expiry date of its offer to February 11, 2005. Under the terms of the increased Linedata offer, Linedata will offer FMC shareholders Cdn.$14.50 per FMC share in cash for 70% of their FMC shares and, for the balance, one Linedata common share for every 1.766 FMC shares. In effect, this means that for each FMC share, FMCs shareholders will be offered Cdn.$10.15 in cash together with approximately 0.17 of a Linedata share. Linedatas shares, which trade on the Paris Bourse, closed on January 18, 2005 at euro 16.70 per share (Cdn.$26.61 per share) which implies a value for the revised offer on January 18, 2005 of Cdn.$14.67 for each FMC share. Based on such implied value, Linedatas increased offer represents a premium of 78% to FMCs closing price of Cdn.$8.25 per share on the Toronto Stock Exchange on December 20, 2004, the last trading day before Linedata announced its original offer, and a premium of 88% based on the weighted average FMC share price over the 20 trading days preceding that date. In connection with Linedatas original offer, the Special Committee of the Board of Directors of FMC engaged BMO Nesbitt Burns Inc. to provide an opinion with regard to the fairness of the consideration offered to shareholders who were not insiders of FMC. BMO Nesbitt Burns Inc. delivered an opinion to the Companys Board of Directors in respect of Linedatas original offer to the effect that the consideration offered was fair, from a financial point of view, to FMCs shareholders (other than insiders including Mr. Stamos Katotakis, BNY Capital Corporation and Dr. William R. Waters). Since Linedata has increased the consideration under its offer, the Special Committee continues to believe that Linedatas offer is fair, from a financial point of view, to these shareholders. Mr. Stamos Katotakis, the President and CEO of FMC, BNY Capital Corporation and Dr. William R. Waters are parties to a shareholders agreement with respect to the FMC shares held by them. That shareholders agreement provides that if one shareholder decides to sell its FMC shares, it is required to offer them first to the other parties to the agreement at a specified price. The other shareholders have a 21 day period to agree to purchase the offered shares, failing which, the selling shareholder has a 60 day period to sell to a third party at a price not less than the amount specified. In anticipation of the original Linedata offer, BNY and Dr. Waters gave a selling notice to Mr. Katotakis under the FMC shareholders agreement on December 8, 2004 offering to sell their FMC shares at $12.20 per share. On December 29, 2004, Mr. Katotakis accepted the selling notices provided by BNY and Dr. Waters under the FMC shareholders agreement and thereby agreed to purchase these shares (representing 42% of FMC) at $12.20 per share. Also on December 29, 2004, Mr. Katotakis announced his offer, through a holding company, to purchase all of the outstanding FMC shares for $12.20 in cash per share. FMC and Linedata have challenged Mr. Katotakis right to purchase the FMC shares from BNY and Dr. Waters under the FMC shareholders agreement. Proceedings have been commenced in the Ontario Superior Court of Justice to determine whether BNY and Dr. Waters are contractually obligated to sell their FMC shares to Mr. Katotakis under the FMC shareholders agreement or to Linedata under their lock-up agreements. The parties are expected to appear in court with a view to resolving this issue on January 31, 2005. In addition, the Special Committee of the Board of Directors of FMC has made an application to the Ontario Securities Commission seeking an order, in effect, to compel Mr. Katotakis to comply with applicable securities laws in connection with his offer. The Linedata offer is conditional upon receiving more than 50% of the FMC shares tendered into the bid. This condition

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Categories: Payments & Commerce | Payments General
Countries: World
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Payments & Commerce