D+H Corp (TSX: DH) has completed its previously announced acquisition of Fundtech Ltd, a U.S. provider of transaction banking software and services. The deal, which the Toronto-based D+H believes will solidify its position as a global financial technology provider, had a total value of US$1.25 billion. Fundtech was previously backed by U.S. private equity firm GTCR, which bought the company in 2011.
D+H Completes Acquisition of Fundtech
TORONTO, April 30, 2015 /CNW/ – DH Corporation (“D+H”) (TSX: DH) today announced that it has successfully completed the US$1.25 billion acquisition (the “Acquisition”) of Fundtech, a leading provider of global payments solutions to banks worldwide.
This Acquisition solidifies D+H’s position as a leading global FinTech provider with a strategic expansion into global payments. It also marks a continuation of D+H’s long-term growth strategy, which builds on strategic advances realized through Harland Financial Solutions and other prior acquisitions. D+H now serves nearly 8,000 clients, including 190 of the top 300 U.S. banks, 9 of the top 10 U.S. banks, and 32 of the top 50 global banks. With a deeper client base and broader offering, the complementary nature of D+H’s combined offering is expected to address the increasing technology needs of financial institutions while generating growth opportunities for D+H in North America and the EMEA and APAC regions.
“The enthusiastic support we have received from both D+H and Fundtech clients since we announced the transaction reflects the clear value creation potential of this acquisition,” said D+H chief executive officer Gerrard Schmid. “We look forward to leveraging our comprehensive portfolio of innovative technology solutions to meet the broader needs of our combined client base as we deliver an even stronger value proposition and focus on growing our presence on a global scale.”
The all-cash acquisition of Fundtech was funded, in part, by way of a bought deal prospectus offering of subscription receipts (“Subscription Receipts”) and 5.0% extendible convertible unsecured subordinated debentures (“Debentures”) that resulted in total gross proceeds, including the proceeds from the exercise of the over-allotment options in full, of approximately $950.1 million. The balance of the Acquisition was funded from borrowings under D+H’s credit facilities. The merger agreement pertaining to the Acquisition was signed and announced on March 30, 2015, and was subject to customary closing conditions including regulatory approvals, all of which have been satisfied.
Extension of Debentures and Exchange of Subscription Receipts
As a result of the completion of the Acquisition, (i) the maturity date for the Debentures was automatically extended to 5:00 p.m. (Toronto time) on September 30, 2020 and (ii) each Subscription Receipt was automatically exchanged for one (1) common share of D+H through the non-certificated inventory system of CDS Clearing and Depositary Services Inc. D+H expects that the Subscription Receipts will be immediately halted from the Toronto Stock Exchange and de-listed after markets close today.
D+H (TSX: DH) is a leading financial technology provider the world’s financial institutions rely on every day to help them grow and succeed. Our lending, payments, enterprise and global transaction banking solutions are trusted by nearly 8,000 banks, specialty lenders, community banks, credit unions, governments and corporations. Headquartered in Toronto, Canada, D+H has more than 5,500 employees worldwide who are passionate about partnering with clients to create forward-thinking solutions that fit their needs. With annual revenues of more than $1 billion, D+H is recognized as one of the world’s top FinTech companies on IDC Financial Insights FinTech Rankings and American Banker’s FinTech Forward ranking. For more information, visit dh.com.
Caution Concerning Forward Looking Statements
This news release contains certain statements that are not current or historic factual statements which constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”), including forward-looking statements about the Acquisition representing a continuation of D+H’s long-term growth strategy, the complementary nature of D+H’s combined offering addressing the increasing technology needs of financial institutions while generating growth opportunities in North America and the EMEA and APAC regions, the value creation potential of the Acquisition and D+H’s ability to leverage its comprehensive portfolio of innovative technology solutions to meet the broader needs of its client base and D+H”s ability to grows its presence on a global scale. The forward-looking statements in this news release are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from current expectations, including those related to the business generally, which are set out in materials filed with the securities regulatory authorities in Canada from time to time, including D+H’s Annual Information Form dated February 27, 2015 for the fiscal year-ended December 31, 2014 and the Acquisition, which are set out in the prospectus supplement dated April 1, 2015 to D+H’s short form base shelf prospectus dated December 19, 2014. D+H does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of D+H other than as required by applicable securities laws.
SOURCE DH Corporation
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