Linedata Offer for Financial Models Company will continue following court ruling
08 February 2005
Linedata Services S.A. (“Linedata”) announced today that the Ontario Superior Court of Justice (Commercial List) made orders earlier today that have eliminated potential obstacles to the success of Linedata’s take-over bid for all of the outstanding shares of Financial Models Company Inc. (“FMC”) arising from a competing offer commenced by companies controlled by Mr. Stamos Katotakis (“Katotakis”). This decision of the Ontario Superior Court remains subject to appeal by Katotakis.
Under the Linedata offer, which currently expires at 5:00 p.m. (Toronto time) on Friday, February 11, 2005, FMC shareholders will receive a combination of cash (as to 70%) and Linedata shares (as to 30%) valued at approximately C$14.65 per FMC share.
In December 2004, companies controlled by Katotakis, the Chief Executive Officer and a significant shareholder of FMC, commenced a competing offer of C$12.20 in cash for all of the outstanding FMC shares. Katotakis alleged that certain FMC shareholders, who together hold approximately 42% of the FMC shares, were obliged to tender their FMC shares to the Katotakis offer under the terms of a shareholder agreement entered into by Katotakis and those shareholders in 1998. However, the Court ordered today that those shareholders are free to tender, and are obliged to tender, their FMC shares to the superior Linedata offer pursuant to the significant shareholders lock-up agreement.
This is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 or exemption from registration.