Under the terms of the transaction, Fidessa shareholders will be entitled to receive £35.67 in cash for each Fidessa share, a 36.9% premium to the firm’s closing price of £26.05 on 16 February. Shareholders will also be entitled to receive and retain a final dividend and a special dividend in respect of the year ended 31 December 2017 together amounting to 79.7 pence in aggregate per Fidessa share.
The transaction, which is expected to close in the first half of 2018, values Fidessa at £1.4 billion.
The combined group will be a global behemoth, with revenues in excess of $1.2 billion and a strong presence in all major financial centres. Temenos has identified $60 million per annum in cost savings, which are expected to be fully achieved within three years post completion.
Andreas Andreades, the executive chairman of Temenos, says: “We truly believe that this powerful combination will accelerate both companies complementary growth strategies in banking and capital markets and will enable us to cross-sell into our existing client bases and capture a greater share of the IT and software spend of banks especially as they move to the cloud.”
Some analysts have questioned the timing of the deal,coming so soon after Temenos spent 150 million Swiss francs buying back its shares at an average price of 122 francs each.
And as Bloomberg points out the return on invested capital looks set to be just over six percent in 2020, based on the stated cost synergies plus Fidessa’s forecast operating performance. That’s well below the target’s nine percent cost of capital.
To the doubters, Andreades points to figures indicating that the total spend by financial institutions on capital markets software in 2018 is estimated to be approximately $14 billion, with a growth rate of eight percent per annum. Approximately $3 billion of this $14 billion was spent by financial institutions on third party vendors, a proportion which is expected to grow as banks look to reduce costs by outsourcing their internally developed systems to packaged software providers.