Sungard Data Systems to be Acquired by Private Equity Group
Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & L.P., Providence Equity Partners and Texas Pacific Group Work As Partners to Complete Buyout. Transaction Undersc SunGard’s Growth Prospects, Broad and Leading Industry Positions, and World-Class Management Team
Wayne, PA and New York, NY – March 28, 2005 – SunGard (NYSE:SDS), a global leader in integrated software and processing solutions primarily for financial services and the pioneer and leading provider of information availability se together with a consortium of seven leading private equity investment firms, announced today the execution of a def agreement under which the consortium will acquire SunGard in a transaction valued at approximately $11.3 billion. T acquiring consortium was organized by Silver Lake Partners and includes Bain Capital, The Blackstone Group, Goldm Sachs Capital Partners, Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners and Texas Pacific Group.
Under the terms of the agreement, SunGard stockholders will receive $36 in cash for each share of SunGard commo they hold. SunGard’s existing bonds in the principal amount of $500 million will remain outstanding.
The board of directors of SunGard has approved the merger agreement and has recommended to SunGard’s stockho that they adopt the agreement. In light of this transaction, the board of directors of SunGard has determined not to implement the previously announced plan to spin off SunGard’s Availability Services business.
The transaction is expected to be completed in the third quarter of 2005, subject to receipt of stockholder approval a customary regulatory approvals as well as satisfaction of other customary closing conditions.
Cristóbal Conde, president and chief executive officer of SunGard, said, “This transaction offers great value to our stockholders and represents an endorsement of our business model, industry leadership and financial strength. Our customers and employees should know that it is business as usual, now and following the completion of the transact new investors in SunGard are world-leading private equity firms. They have a long-term view towards growing the businesses in which they invest and an excellent track record of working in partnership with management to build gr companies.”
Mr. Conde continued, “This transaction would not have been possible without the hard work of all our employees. Th should be assured that the success of the transaction will depend on growing the business rather than eliminating jo reducing service levels. Upon completion of the transaction, our current senior management team will continue to le company, with corporate headquarters remaining in Wayne, Pennsylvania.”
Glenn H. Hutchins, a cofounder and managing member of Silver Lake Partners, said, “Our consortium partners are e pleased with this investment. We have complete confidence in Cris Conde and his world-class leadership team at Su and believe the company has excellent prospects for continued technology leadership and growth. SunGard’s track r delivering mission-critical, value-enhancing technology solutions to the world’s most important financial institutions i exceptional, and we look forward to working in partnership with the company to safeguard and extend that rich lega interests are aligned with the long-term interests of SunGard’s customers and employees. SunGard will continue to meeting the needs of all of its customers by delivering cutting-edge technologies and providing the very high level of its customers are accustomed to receiving.”
Mr. Hutchins continued, “We at Silver Lake Partners are privileged to be in partnership with this distinguished group private equity firms in this unprecedented transaction. Each partner in the consortium brings considerable and complementary expertise to this investment. It is a powerhouse group distinguished by unparalleled experience and best track records in the private equity industry, joined together in a shared commitment to investing in SunGard as partners and working closely with the company’s management and employees to maximize SunGard’s potential.” Credit Suisse First Boston LLC acted as financial advisors to SunGard and provided a fairness opinion to the board of directors of SunGard in connection with the transaction. In addition, Lazard also provided a fairness opinion to the b directors of SunGard. Shearman & Sterling LLP acted as legal advisor to SunGard in connection with the transaction Morgan, Lewis & Bockius LLP acted as legal advisor to SunGard’s management in connection with the transaction.
The transaction will be financed through a combination of equity contributed by each of the consortium partners and financing provided by JPMorgan, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. Morgan Stanley who also acted as financial advisors to the consortium partners. Ropes & Gray LLP and Simpson Tha Bartlett LLP acted as legal advisors to the consortium partners.
Webcast
SunGard will host a conference call to discuss this announcement today, Monday, March 28, 2005, at 8:30 a.m. EDT dial-in number is (719) 457-2634, passcode 6882747, or you may listen to the call live at www.vcall.com. An audio of the call will be available from noon today through Monday, April 3, 2005 at www.vcall.com and at (719) 457-0820 passcode 6882747. A copy of this press release can be found at www.sungard.com. All statements made by SunGa officers on the conference call and the information posted on the SunGard Web site are the copyrighted property of SunGard. Recording of the conference call is prohibited without the express prior written consent of SunGard.
About SunGard
SunGard is a global leader in integrated software and processing solutions, primarily for financial services. SunGard helps information-dependent enterprises of all types to ensure the continuity of their business. SunGard serves mor 20,000 customers in more than 50 countries, including the world’s 50 largest financial services companies. SunGard (NYSE:SDS) is a member of the S&P 500 and has annual revenue of $3 billion. Visit SunGard at www.sungard.com.
About Silver Lake Partners
Silver Lake Partners is the leading private equity firm focused exclusively on large-scale investing in technology and growth industries. Silver Lake seeks to achieve superior returns by investing with the strategic insight of an experie industry participant, the operating skill of a world-class manager, and the financial expertise of a disciplined private e investor. Specifically, Silver Lake’s mission is to function as a value-added partner to the management teams of the leading technology franchises. Its portfolio companies include technology industry leaders such as Ameritrade, Busin Objects, Flextronics, Gartner, Network General, Seagate Technology, Thomson and UGS. For more information: www.silverlake.com.
About Bain Capital
Bain Capital (www.baincapital.com) is a global private investment firm that manages several pools of capital includin private equity, high-yield assets, mezzanine capital and public equity with more than $24 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions 225 companies in a variety of industries around the world, and has a team of almost 200 professionals dedicated to investing in and supporting its portfolio companies. A global team of professionals focused on technology has guided investments in nearly 75 technology and information services companies, including UGS PLM, Ameritrade, DoubleClic TeamSystem, Experian, Integrated Circuit Systems, Gartner, Therma-Wave, Taleo and USinternetworking. Headqua in Boston, Bain Capital has offices in New York, London and Munich.
About The Blackstone Group
The Blackstone Group, a private investment bank with offices in New York, Atlanta, Boston, London, Hamburg and Pa founded in 1985. The firm has raised a total of approximately $32 billion for alternative asset investing since its form Over $14 billion of that has been for private equity investing, including Blackstone Capital Partners IV, the largest institutional private equity fund ever raised at $6.45 billion. In addition to Private Equity Investing, The Blackstone G core businesses are Private Real Estate Investing, Corporate Debt Investing, Marketable Alternative Asset Manageme Mergers and Acquisitions Advisory, and Restructuring and Reorganization Advisory.
About Goldman Sachs Capital Partners
Goldman Sachs is a global leader in private equity and mezzanine investing. To date, Goldman Sachs has formed te investment vehicles aggregating over $17 billion of capital. Goldman Sachs Capital Partners is the primary investmen for Goldman Sachs in making privately negotiated equity investments. Since inception in 1986, Goldman Sachs Cap Partners has invested in over 500 companies globally in a broad range of industries. Goldman Sachs Capital Partner long-term capital appreciation by committing equity to high-quality companies with superior management. For more information, please visit www.gs.com/pia.
About KKR
KKR is one of the world’s oldest and most experienced private equity firms specializing in management buyouts, with in New York, Menlo Park, California and London. For more information, visit www.kkr.com. About Providence Equity Partners Inc.
Providence Equity Partners Inc. is one of the world’s leading private investment firms specializing in equity investme media and communications companies. The principals of Providence Equity manage funds with over $9 billion in equ commitments and have invested in more than 80 companies operating in over 20 countries since the firm’s inception 1990. Current and previous areas of investment include cable television content and distribution, wireless and wireli telephony, publishing, radio and television broadcasting and other media and communications sectors. Significant investments include VoiceStream Wireless, Warner Music Group, PanAmSat, AT&T Canada, eircom plc, Casema, Kab Deutschland, Language Line, F&W Publications, ProSiebenSat.1, and Bresnan Broadband Holdings. The firm has offic Providence, New York and London. Visit www.provequity.com for additional information.
About Texas Pacific Group
Texas Pacific Group, founded in 1993 is a private investment partnership managing over $15 billion in assets. The fi and based in Fort Worth, Texas, with additional offices in San Francisco and London. TPG seeks to invest in world-cl franchises across a range of industries, including significant investments in technology, retail, consumer products, ai and healthcare. TPG is a leading global private equity investor in the technology sector with investments in Business (BOBJ), Conexant (CNXT), MEMC Electronic Materials (WFR), ON Semiconductor (ONNN), Paradyne Networks (PDYN Seagate Technology (STX), Isola, Network General, and Smart Modular. Significant investments outside of technolog include Continental
Airlines (CAL), Del Monte Foods (DLM), Petco (PETC), Punch Taverns (PUB), Ducati Motorcycles (DMH), J. Crew Grou Burger King.
About the Transaction
In connection with the proposed merger, SunGard will file a proxy statement with the Securities and Exchange Comm INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILAB BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of th statement (when available) and other documents filed by SunGard at the Securities and Exchange Commission’s We http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from SunGard b directing such request to SunGard, Attention: Investor Relations, telephone: (484) 582-5500.
SunGard and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of SunGard’s participants in the solicitation is set forth in SunGard’s proxy statements and A Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement re the merger when it becomes available.
SunGard’s “Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995 Statements about the expected effects, timing and completion of the proposed transaction and all other statements release other than historical facts, constitute forward-looking statements. You can identify forward-looking statemen because they contain words such as “believes,” “expects,” “may,” “will,” “would,” “should,” “seeks,” “approximately, “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intention statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth and financial results are forward-looking statements. In addition, we, through our senior management, from time to make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at an and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-look statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, o course, it is impossible for us to anticipate all factors that could affect our actual results. Some of the factors that we could affect our results include: general economic and market conditions, including the lingering effects of the econo slowdown on information technology spending levels, trading volumes and services revenue; the overall condition of financial services industry, including the effect of any further consolidation among financial services firms; the integr acquired businesses, the performance of acquired businesses, and the prospects for future acquisitions; the effect of terrorism or catastrophic events; the effect of disruptions to our ASP Systems; the timing and magnitude of software the timing and scope of technological advances; customers taking their information availability solutions in-house; th in information availability toward solutions utilizing more dedicated resources; the market and credit risks associated clearing broker operations; the ability to retain and attract customers and key personnel; risks relating to the foreign countries where we transact business; and the ability to obtain patent protection and avoid patent-related liabilities i context of a rapidly developing legal framework for software and business-method patents. We may not be able to c the proposed transaction on the terms summarized above or other acceptable terms, or at all, due to a number of fa including the failure to obtain approval of our stockholders, regulatory approvals or to satisfy other customary closin conditions. The factors described in this paragraph and other factors that may affect our business or future financial are discussed in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ende December 31, 2004, a copy of which may be obtained from us without charge. We assume no obligation to update a written or oral forward-looking statement made by us or on our behalf as a result of new information, future events factors.
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