Information regarding Linedata Services' bid for Financial Models Company
17 January 2005
Linedata Services today announced, in connection with its bid for Financial Models Company (FMC) that the Board of Directors of FMC had sent a directors' circular to its shareholders dated January 10, 2005.
The circular reminds shareholders that Linedata Services has questioned the legitimacy of Mr. Katotakis' bid and hence his legal entitlement to exercise his preemptive rights with respect to two of the main members of FMC's shareholders' pact. The shareholders in question intend to ask a Canadian court to determine their rights and obligations with respect to the bids made by Linedata Services and Mr. Katotakis in view of FMC's shareholders' pact on the one hand and, on the other, the contract they have signed with Linedata agreeing to bring their shares to the latter's offer.
FMC's Board of Directors has indicated that this dispute will be resolved either by court decision or by the Canadian Financial Market Authorities and that, in the meantime, it is not in a position to recommend either of the offers to its shareholders.
Given the deadlines on these various decisions, Linedata Services will extend its offer to purchase 100% of existing FMC shares until February 11, 2005 at 5 pm (Toronto Canada Local Time).
Linedata Services would like to remind shareholders of its offer for FMC, which comprises:
- A cash payment of CAD 13 per share for 70% of FMC's shares
- For the balance, 1 Linedata Services share for every 1.97 FMC shares.
Linedata Services stresses that the share exchange will allow FMC shareholders to benefit from the synergies that could be generated by the merger.
On the basis of the Linedata Services share price and CAD/EUR exchange rate at December 20, 2004, when the offer was officially announced, i.e. EUR 14.60 and CAD 1.65 respectively, FMC's shares were valued at CAD 12.76. At January 14, 2005, Linedata Services' shares closed at EUR 15.64 and the exchange rate stood at CAD 1.59, valuing the offer at CAD 12.89 per FMC share, which is higher than Mr. Katotakis' offer of CAD 12.20.
The director's circular was drawn up in accordance with Canadian law and can be viewed in full in French and English on the System for Electronic Document Analysis and Retrieval at www.sedar.com.