Business Context and Reporting Period
This Form 8-K was filed by SS&C Technologies Holdings Inc. on June 27, 2012. The report details the final stages of the company's acquisition of GlobeOp Financial Services S.A. ("GlobeOp"). On May 31, 2012, the offer to acquire GlobeOp was declared wholly unconditional.
Key Financial Metrics and Transaction Details
- Target Revenue: GlobeOp reported revenues of $221.3 million in 2011.
- Target Workforce: GlobeOp employs over 2,300 people across eleven offices in five countries.
- Acceptance Rate: SS&C received valid acceptances for 99.95% of GlobeOp's existing issued share capital.
- Transaction Status: SS&C has exercised squeeze-out rights under Luxembourg Takeover Law to acquire the remaining shares as a matter of law on July 9, 2012.
Note: This filing does not provide specific financial metrics (revenue, profit, cash flow, debt, or liquidity) for SS&C Technologies Holdings Inc. itself, nor does it disclose the total purchase price of the acquisition.
Material Changes
The primary material change is the near-total acquisition of GlobeOp. SS&C has moved from an unconditional offer phase to the legal enforcement of a squeeze-out to acquire the remaining 0.05% of shares not voluntarily accepted by shareholders.
Outlook, Risks, and Management Commentary
SS&C is updating its public risk factor disclosures to include specific risks related to GlobeOp and the acquisition process. The company expects to complete the legal transfer of the remaining shares on July 9, 2012. The filing explicitly states that the press release and risk factors attached as exhibits are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Key Facts for Investor Verification
- Verify the total consideration paid for the 99.95% of shares accepted and the remaining 0.05% acquired via squeeze-out.
- Review the specific risk factors attached as Exhibit 99.2 regarding the integration of GlobeOp's international operations.
- Confirm the exact closing date of July 9, 2012, for the legal transfer of remaining shares.
- Check subsequent filings for the impact of this acquisition on SS&C's consolidated financial statements.