Fundtech shareholders approve GTRC deal

Source: Fundtech

Fundtech Ltd. (Nasdaq:FNDT) ("Fundtech" or the "Company") announced that a Special General Meeting of Shareholders (the "Special Meeting"), which was described in the Company's proxy statement annexed as Exhibit 99.1 to the Company's Report on Form 6-K furnished to the Securities and Exchange Commission on October 4, 2011 (the "Proxy Statement"), was held today.

At the Special Meeting, the Company's shareholders approved, pursuant to Section 320 of the Companies Law, 5759-1999 of the State of Israel (together with the regulations promulgated thereunder, the "Companies Law"), of the merger of Fundtech with F.T. Israeli Mergerco Ltd. ("Merger Sub"), an indirect, wholly-owned subsidiary of US FT Parent, Inc. ("Parent"), both of which were formed by GTCR Fund X/A LP or its affiliates, including approval of: (i) the merger transaction pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into Fundtech, with Fundtech surviving and becoming an indirect, wholly-owned subsidiary of Parent (the "Merger"); (ii) the Agreement and Plan of Merger, dated as of September 16, 2011, by and among Fundtech, Merger Sub and Parent (the "GTCR Merger Agreement"); (iii) the consideration to be received by Fundtech's shareholders in the Merger, consisting of US$23.33 in cash (the "Merger Consideration"), without any interest thereon, subject to the withholding of any applicable taxes, for each ordinary shares, nominal value NIS 0.01 per share of Fundtech ("Ordinary Shares") (and each share of restricted stock) held as of immediately prior to the effective time of the Merger; (iv) the accelerated vesting of, and conversion of, each outstanding option to purchase one Ordinary Share into the right to receive an amount of cash equal to the excess, if any, of the Merger Consideration over the applicable exercise price of such option; and (v) all other transactions and arrangements contemplated by the GTCR Merger Agreement, which was attached as Appendix A to the Proxy Statement.

On October 18, 2011, the Company was notified by the US Federal Trade Commission that early termination had been granted of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

The closing of the Merger remains subject to several remaining conditions to closing, including, among others, and as moore fully described in the Proxy Statement: (i) the expiration of 30 days following shareholder approval as required under the Companies Law; (ii) the expiration of a marketing period relating to the senior debt funding a portion of the Merger Consideration, as provided in the GTCR Merger Agreement; and (iii) at closing there being at least $65 million in cash and cash equivalents, as defined in the GTCR Merger Agreement, less certain payments aggregating up to $11 million.

Based on its current assessment, Fundtech expects that the closing will occur toward the end of the fourth quarter of 2011. There is, however, no assurance of the exact timing of the closing nor that the closing can be consummated on the terms provided in the GTCR Merger Agreement.

In light of the pending Merger, the senior management of Fundtech will not host a conference call to discuss Fundtech's third quarter 2011 results, which are scheduled to be released on November 2, 2011. 

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