Consortium of Private Equity Firms Completes
Acquisition of SunGard
Transaction Ranks As Second Largest LBO Ever
Wayne, PA – SunGard (NYSE:SDS)
announced today the completion of the acquisition
of SunGard Data Systems Inc. by a consortium
of private equity investment firms organized
by Silver Lake Partners that also includes Bain
Capital, The Blackstone Group, Goldman Sachs
Capital Partners, Kohlberg Kravis Roberts &
Co. L.P., Providence Equity Partners and Texas
Pacific Group. Under the terms of the merger
agreement, the company's stockholders are entitled
to receive $36 per share in cash, without interest.
SunGard announced on March 28, 2005 a definitive
agreement with the private equity consortium
regarding the acquisition of the company for
$11.4 billion in cash. This transaction represents
the largest technology privatization as well
as the second largest leveraged buyout ever
completed.
Cristóbal Conde, president and chief
executive officer, commented, “This transaction
has provided great value to our stockholders
and represents an endorsement of our business
model, industry leadership and financial flexibility.
As a private company, SunGard will continue
to provide mission-critical software applications
to customers in financial services, higher education
and the public sector, as well as delivering
information availability services to information-dependent
enterprises of all types. We look forward to
continuing to provide the high levels of service
our customers are accustomed to receiving. ”
“On behalf of everyone at SunGard, I
would like to acknowledge the numerous contributions
of Jim Mann, who has led the company since 1983.
Jim has done more to create stockholder value
than any other person in the history of our
company, and for that he has our deepest gratitude,”
added Mr. Conde.
Glenn H. Hutchins, a cofounder and managing
member of Silver Lake Partners, said on behalf
of the private equity consortium, “SunGard
begins its new life as a private company today.
Though we have a lot of hard work in front of
us, this is an occasion to thank the many contributors,
particularly the company's exemplary management
team, who made this transaction possible. As
new owners of SunGard, we will work closely
with management to build upon and extend the
company's legacy of technology leadership, cutting-edge
products, and world-class customer service.”
SunGard stock will cease to trade on the New
York Stock Exchange at market close today and
will be delisted. Under the terms of the agreement,
SunGard stockholders are entitled to receive
$36 in cash for each share (“merger consideration”)
of SunGard common stock that they hold. As soon
as practicable, a paying agent appointed by
SunGard will mail a letter of transmittal and
instructions to all SunGard stockholders of
record. The letter of transmittal and instructions
will contain information on how to surrender
SunGard common stock in exchange for the merger
consideration, without interest. Stockholders
of record should be in receipt of the letter
of transmittal before surrendering their shares.
Stockholders who hold shares through a bank
or broker will not have to take any action to
have their shares converted into cash as such
conversions will be handled by the bank or broker.
About SunGard
SunGard is a global leader in integrated software
and processing solutions, primarily for financial
services and higher education. SunGard also
helps information-dependent enterprises of all
types to ensure the continuity of their business.
SunGard serves more than 25,000 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 Bain Capital
Bain Capital (www.baincapital.com)
is a global private investment firm that manages
several pools of capital including private equity,
high-yield assets, mezzanine capital, venture
capital and public equity with more than $26
billion in assets under management. Since its
inception in 1984, Bain Capital has made private
equity investments and add-on acquisitions in
over 230 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, DoubleClick, TeamSystem,
ProfitLogic, Experian, Gartner Group, Therma-Wave,
and USinternetworking. Headquartered in Boston,
Bain Capital has offices in New York, London
and Munich.
About The Blackstone Group
The Blackstone Group, a global investment and
advisory firm with offices in New York, Atlanta,
Boston, Los Angeles, London, Hamburg, Paris
and Mumbai, was founded in 1985. The firm has
raised a total of approximately $35 billion
for alternative asset investing since its formation.
Over $14 billion of that has been for private
equity investing, including Blackstone Capital
Partners IV, among the largest institutional
private equity funds at $6.45 billion. In addition
to Private Equity Investing, The Blackstone
Group's core businesses are Private Real Estate
Investing, Corporate Debt Investing, Marketable
Alternative Asset Management, Corporate Advisory,
and Restructuring and Reorganization Advisory.
www.blackstone.com
About Goldman Sachs Capital Partners
Founded in 1869, Goldman Sachs is one of the
oldest and largest investment banking firms.
Goldman Sachs is also a global leader in private
corporate equity and mezzanine investing. Established
in 1991, the GS Capital Partners Funds are part
of the firm's Principal Investment Area in the
Merchant Banking Division. Goldman Sachs' Principal
Investment Area has formed 11 investment vehicles
aggregating $26 billion of capital to date.
With $8.5 billion in committed capital, GS Capital
Partners V is the current primary investment
vehicle for Goldman Sachs to make privately
negotiated equity investments.
About KKR
KKR is one of the world's oldest and most experienced
private equity firms specializing in management
buyouts, with offices in New York, Menlo Park,
California and London. Over the past 29 years,
KKR has invested in more than 130 transactions
with a total value of US$158 billion. For more
information, visit www.kkr.com.
About Providence Equity Partners Inc.
Providence Equity Partners Inc. is a global
private investment firm specializing in equity
investments in media, communications and information
companies around the world. The principals of
Providence Equity manage funds with over $9.0
billion in equity commitments, including Providence
Equity Partners V, a $4.25 billion private equity
fund, and have invested in more than 80 companies
operating in over 20 countries since the firm's
inception in 1990. Significant investments include
VoiceStream Wireless, PanAmSat, AT&T Canada,
Western Wireless, eircom, Casema, Kabel Deutschland,
Language Line, Metro-Goldwyn-Mayer, F&W
Publications, ProSiebenSat.1, Nextel, Warner
Music Group, Recoletos, and Bresnan Broadband
Holdings. Providence Equity has offices in Providence,
Rhode Island, London, England, and New York,
New York. For more information, visit www.provequity.com.
About Silver Lake Partners
Silver Lake Partners is the leading private
equity firm focused exclusively on large-scale
investing in technology and related growth industries.
Silver Lake is currently making investments
from its $3.6 billion second fund. The firm
is also managing investments it previously made
from its $2.3 billion first fund raised in 1999.
Silver Lake seeks to achieve superior returns
by investing with the strategic insight of an
experienced industry participant, the operating
skill of a world-class manager, and the financial
expertise of a disciplined private equity investor.
Silver Lake’s mission is to function as
a value-added partner to the management teams
of the world's leading technology franchises.
The firm recently announced a strategic investment
in The Nasdaq Stock Market and an agreement
to acquire Instinet’s institutional brokerage
business. Silver Lake's current portfolio includes
investments in technology industry leaders such
as Ameritrade, Business Objects, Flextronics,
Gartner, Nasdaq, Network General, Seagate Technology,
Thomson and UGS. For more information: www.silverlake.com.
About Texas Pacific Group
Texas Pacific Group, founded in 1993 is a
private investment partnership managing over
$15 billion in assets. The firm is and based
in Fort Worth, Texas, with additional offices
in San Francisco and London. TPG seeks to invest
in world-class franchises across a range of
industries, including significant investments
in technology, retail, consumer products, airlines
and healthcare. TPG is a leading global private
equity investor in the technology sector with
investments in Business Objects (BOBJ), Conexant
(CNXT), MEMC Electronic Materials (WFR), ON
Semiconductor (ONNN), Paradyne Networks (PDYN),
Seagate Technology (STX), Lenovo Group Limited
(LNVGY), Isola, Network General, and Smart Modular.
Significant investments outside of technology
include Continental Airlines (CAL), Del Monte
Foods (DLM), Petco (PETC), Punch Taverns (PUB),
Ducati Motorcycles (DMH), J. Crew Group and
Burger King.
Trademark Information: SunGard
and the SunGard logo are trademarks or registered
trademarks of SunGard Data Systems Inc. or its
subsidiaries in the U.S. and other countries.
All other trade names are trademarks or registered
trademarks of their respective holders.
SunGard’s “Safe
Harbor” Statement under Private Securities
Litigation Reform Act of 1995
Statements in this release other
than historical facts constitute forward-looking
statements. You can identify forward-looking
statements 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 intentions. All statements we make
relating to estimated and projected earnings,
margins, costs, expenditures, cash flows, growth
rates and financial results are forward-looking
statements. In addition, we, through our senior
management, from time to time 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 any time, and, therefore, our actual
results may differ materially from those we
expected. We derive most of our forward-looking
statements from our operating budgets and forecasts,
which are based upon many detailed assumptions.
While we believe that our assumptions are reasonable,
we caution that it is very difficult to predict
the impact of known factors, and, of course,
it is impossible for us to anticipate all factors
that could affect our actual results. Some of
the factors that we believe could affect our
results include: general economic and market
conditions, including the lingering effects
of the economic slowdown on information technology
spending levels, trading volumes and services
revenue; the overall condition of the financial
services industry, including the effect of any
further consolidation among financial services
firms; the integration of acquired businesses,
the performance of acquired businesses, and
the prospects for future acquisitions; the effect
of war, terrorism or catastrophic events; the
effect of disruptions to our ASP Systems; the
timing and magnitude of software sales; the
timing and scope of technological advances;
customers taking their information availability
solutions in-house; the trend in information
availability toward solutions utilizing more
dedicated resources; the market and credit risks
associated with 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 in the context of
a rapidly developing legal framework for software
and business-method patents. The factors described
in this paragraph and other factors that may
affect our business or future financial results
are discussed in our filings with the Securities
and Exchange Commission, including our Form
10-K for the year ended December 31, 2004, a
copy of which may be obtained from us without
charge. We assume no obligation to update any
written or oral forward-looking statement made
by us or on our behalf as a result of new information,
future events or other factors.
CONTACTS:
Investors:
Madeline Hopkins
(484) 582-5506
Michael Ruane
(484) 582-5405 |
Media:
Brian Robins
(484) 582-5468
|
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2005
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