Linedata Services increases its offer for FMC
20 January 2005
Linedata Services today announced that it has agreed to increase its offer for Financial Models Company (FMC) with the support of the majority of FMC's Board of Directors.
Linedata Services will offer to purchase 100% of the FMC shares, involving a cash payment for 70% of the share capital at CAD 14.5 per FMC share (versus CAD 13 previously) and the balance of 30% in Linedata Services shares at a rate of 1 Linedata Services share (issue price of EUR 16 per share) for every 1.766 FMC shares (versus 1.97 FMC shares previously).
On the basis of the Linedata Services share price and CAD/EUR exchange rate at January 19, 2005, the Linedata offer is valued at approximately CAD 14.64 per FMC share compared with CAD 12.76 on December 20, 2004, the day Linedata Services’ initial bid was launched, representing an additional premium of 15%. Linedata Services has extended its offer until February 11, 2005 at 5.00 pm (local time in Toronto, Canada).
In response to Linedata Services’ improved offer, shareholders of FMC who together hold approximately 52% of FMC's share capital, have agreed to sell their shares under the new bid from Linedata Services, provided that no competitive offer exceeds this bid by more than 20% (versus 5% in the agreement under the first offer) and that the offer from Mr. Stamos Katotakis is determined to be invalid.
Linedata Services will also receive from FMC a fee of CAD 6 million (increased from CAD 4.25 million in the previous offer) in compensation if the bid is not carried out due to a future offer that is financially superior to Linedata Services’ offer and a fee of CAD 3.5 million (increased from CAD 3 million in the previous offer) in compensation if the bid is not carried out due to the validity of the offer from Mr. Katotakis.
Moreover, the new offer from Linedata Services is now considerably higher than the CAD 12.20 bid from Mr. Katotakis.
The compliance of Mr. Katotakis' offer with Canadian Securities Laws has been challenged by the Special Committee appointed by FMC's Board of Directors and submitted to the Ontario Securities Commission. Moreover, proceedings have been commenced in a Canadian court in order to determine the rights and obligations of the two main shareholders of FMC's Shareholders Agreement with regard to the bids of Linedata Services and Mr. Katotakis. This dispute is expected to be settled at the end of January 2005.
The complete notice concerning the offer of December 23, 2004 filed at the securities regulatory authorities of the Toronto Stock Exchange is available in French and English on the website of the System for Electronic Document Analysis and Retrieval (SEDAR), www.sedar.com and on the company website, www.linedata.com or may be requested free of charge from Linedata Services - 19 rue d’Orléans 92523 Neuilly-sur-Seine Cedex. The Directors’ circular dated January 10, 2005 is available in French and English on the website of the System for Electronic Document Analysis and Retrieval (SEDAR), www.sedar.com.