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SS&C Technologies challenges TPG's bid for GlobeOp

by Laura Board  |  Published February 6, 2012 at 1:39 PM
tpg.jpgA second showdown loomed for financial administration services company GlobeOp Financial Services SA after Carlyle Group-backed SS&C Technologies Holdings Inc. suggested it may yet trump TPG Capital's agreed £508 million ($799.5 million) offer.

TPG and GlobeOp had announced a deal Feb. 1, after the Fort Worth investor bested the only other confirmed suitor, Advent International Corp. of Boston.

GlobeOp had quietly launched a sale process last fall after deciding its share price didn't reflect its growth prospects. On Jan. 6 it confirmed it was holding this strategic review, including talks with both TPG and Advent.

SS&C said Sunday that it had been conducting due diligence on GlobeOp since Jan. 14, brandishing the approval of its target's independent directors.

"SS&C continues to consider its options in respect of GlobeOp, including a possible cash offer for the company, and urges GlobeOp shareholders to take no action at this time," it said, adding the standard disclaimer that an offer may not result.

SS&C is a Windsor, Conn., maker of financial software listed on Nasdaq, with a market value of just under $1.45 billion. It has been a Carlyle portfolio company since a $941 million buyout in November 2005, and the Washington firm now owns a 35% stake, with three representatives on SS&C's eight-member board.

GlobeOp shares were up 22 pence at 453 pence by early afternoon in London, well above TPG's 435 pence per share offer.

A TPG team led by partner Bryan Taylor last week secured the backing of shareholders owning almost 44% of GlobeOp for its offer, which ascribes an enterprise value to GlobeOp of 11 times adjusted operating profit in the year ended June.

TPG signed a confidentiality agreement with London- and New York-based GlobeOp in mid-November and held discussions largely under the public radar. It was planning to finance the purchase of GlobeOp partly with $291 million of interim debt arranged by Credit Suisse Securities (USA) LLC, TPG and GlobeOp said last week.

At the time of last week's deal, GlobeOp chairman Ed Nicoll said the agreement was the result of an "extensive and competitive process over the last few months."

The announcement gave no hint that contact with other bidders was continuing.

In line with new Takeover Panel regulations, the agreement between GlobeOp and TPG carried no breakup fee.

SS&C's confirmation of its interest sets a 28-day timetable in motion for it to deliver a firm offer or retreat, though Takeover Panel rules allow for a target to request an extension.

GlobeOp representatives weren't available for comment. TPG spokesman Gavin Davis declined to comment, as did SS&C spokesman Matthew Newton.

TPG's financial adviser is a J.P. Morgan Cazenove Ltd. team including Barry Weir and James Thomlinson. An Evercore Partners Inc. team including Edward Banks is advising GlobeOp.

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Tags: Advent International | Carlyle Group LP | GlobeOp Financial Services SA | M&A | mergers and acquisitions | SS&C Technologies Holdings | TPG Capital

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