The boards of Swiss banking software provider Temenos Group AG and U.K.-based trading and technology vendor Fidessa Group Plc said they are in advanced discussions regarding a possible all-cash offer by Temenos for the entire issued and to-be-issued share capital of Fidessa.
Under the terms of the potential offer, Fidessa shareholders would receive a cash amount of £35.67 per share together with the right to receive the final and special dividends announced Feb. 19 with the group's full-year 2017 results, which are worth a combined 79.7 pence per share, bringing the total value of the offer to £36.467 per share.
Based on Fidessa's 38,479,914 outstanding shares as of Jan. 31, the offer values the company at about £1.40 billion.
Fidessa's shares rose roughly 23% at around 9:30 a.m. in London following the confirmation of the talks.
Should Temenos proceed to make the offer, Fidessa's board said it intends to recommend its acceptance to the group's shareholders. Temenos is required to decide if it will make an offer for Fidessa by 5 p.m. London time March 20, although the deadline can be extended with the consent of the U.K.'s Panel on Takeovers and Mergers.
N.M. Rothschild & Sons Ltd. is acting as lead financial adviser to Fidessa, while Jefferies International Ltd. is acting as joint corporate broker and financial adviser and Numis Securities Ltd as joint corporate broker. Credit Suisse is acting as financial adviser to Temenos.