16 Nov 2015 13:46
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
16 November 2015
FOR IMMEDIATE RELEASE
Ebix, Inc. Possible Offer for Xchanging Plc
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"). Accordingly, there can be no certainty that any offer will ultimately be made. Further announcements will be made if and when appropriate.
Ebix, Inc. (NASDAQ: EBIX), a leading international supplier of on-demand software and e-commerce services to the insurance, financial and healthcare industries, confirms that it has sent a letter to Xchanging Plc's Board, outlining its interest in making an offer to acquire the entire issued and to be issued share capital of Xchanging plc by way of an all cash offer of 175 pence per share.
Based on the number of Xchanging Plc ordinary shares in issue and to be issued of 257,377,471, Ebix's proposal values Xchanging at approximately £450 million ($685 million based on a US$:GBP exchange rate of 1.52:1), representing a premium of over 9 percent to Capita Plc's all cash offer of 160 pence per share, and a premium of over 3 percent to Computer Sciences Corporation's all cash proposal of 170 pence per share.
Ebix's interest in Xchanging plc is subject to due diligence, and any offer would be subject to customary regulatory and other closing conditions. Ebix reserves the right to reduce the consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Xchanging to its shareholders after the date of this announcement and to introduce other forms of consideration and/or vary the mix of consideration.
Ebix president and CEO Robin Raina, commented, "We see substantial synergies, economies of scale and growth potential for the combined business. Our interest in making an offer for Xchanging plc is borne out of our belief that a combination of the two companies could be substantially and immediately accretive to Ebix's EPS while also adhering to our other stringent criteria. We wanted to ensure that our shareholders were aware of this potential opportunity."
Ebix has retained the investment banking advisory firms Spayne Lindsay & Co. and Kinmont of London, and Peter J. Solomon Company of New York, for help with Ebix's interest in making an offer and any steps that might be required in the future.
In accordance with Rule 2.6(d) of Code, Ebix is required, by not later than 5.00 pm on 9 December 2015, either to announce a firm intention to make an offer for Xchanging in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
About Ebix, Inc.
A leading international supplier of On-Demand software and E-commerce services to the insurance, financial and healthcare industries, Ebix, Inc., (NASDAQ: EBIX) provides end-to-end solutions ranging from infrastructure exchanges, carrier systems, agency systems and risk compliance solutions to custom software development for all entities involved in the insurance industry.
With 40+ offices across Brazil, Singapore, Australia, the US, UK, New Zealand, India and Canada, Ebix powers multiple exchanges across the world in the field of life, annuity, health and property & casualty insurance while conducting in excess of $100 billion in insurance premiums on its platforms. Through its various SaaS-based software platforms, Ebix employs hundreds of insurance and technology professionals to provide products, support and consultancy to thousands of customers on six continents. For more information, visit the Company's website at www.ebix.com
CONTACT:
Ebix, Inc. - +1 678-281-2027 or atikkoo@ebix.com
Aaron Tikkoo
Catalyst Global - +1 212-924-9800 or ebix@catalyst-ir.com
David Collins
Tanya Kamatu
Chris Eddy
Spayne Lindsay & Co. LLP - +44 (0)20 7808 3240
Tom Lindsay
Jonathon Martin
Kinmont Limited - +44 (0)207 087 9100
Gavin Kelly
Mat Thackery
Peter J. Solomon Company - +1 212 508 1600
Marc Cooper
Juan Mejia
Spayne Lindsay & Co. LLP and Kinmont Limited, which are authorized and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Ebix and no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Ebix for providing the protections afforded to clients of Spayne Lindsay & Co. LLP and Kinmont Limited or for providing advice in relation to the contents of this announcement or any other matter related to the contents of this announcement.
Peter J. Solomon Company is acting exclusively for Ebix in connection with the contents of this announcement and for no one else and will not be responsible to anyone other than Ebix for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.
SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS
As used herein, the terms "Ebix," "the Company," "we," "our" and "us" refer to Ebix, Inc., a Delaware corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only Ebix, Inc.
The information contained in this Press Release contains forward-looking statements and information within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. This information includes assumptions made by, and information currently available to management, including statements regarding future economic performance and financial condition, liquidity and capital resources, acceptance of the Company's products by the market, and management's plans and objectives. In addition, certain statements included in this and our future filings with the Securities and Exchange Commission ("SEC"), in press releases, and in oral and written statements made by us or with our approval, which are not statements of historical fact, are forward-looking statements. Words such as "may," "could," "should," "would," "believe," "expect," "anticipate," "estimate," "intend," "seeks," "plan," "project," "continue," "predict," "will," "should," and other words or expressions of similar meaning are intended by the Company to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are found at various places throughout this report and in the documents incorporated herein by reference. These statements are based on our current expectations about future events or results and information that is currently available to us, involve assumptions, risks, and uncertainties, and speak only as of the date on which such statements are made.
Our actual results may differ materially from those expressed or implied in these forward-looking statements. Factors that may cause such a difference, include, but are not limited to those discussed in our Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as: the risk of an unfavorable outcome of the pending governmental investigations or shareholder class action lawsuits, reputational harm caused by such investigations and lawsuits, the willingness of independent insurance agencies to outsource their computer and other processing needs to third parties; pricing and other competitive pressures and the Company's ability to gain or maintain share of sales as a result of actions by competitors and others; changes in estimates in critical accounting judgments; changes in or failure to comply with laws and regulations, including accounting standards, taxation requirements (including tax rate changes, new tax laws and revised tax interpretations) in domestic or foreign jurisdictions; exchange rate fluctuations and other risks associated with investments and operations in foreign countries (particularly in Australia and India wherein we have significant operations); equity markets, including market disruptions and significant interest rate fluctuations, which may impede our access to, or increase the cost of, external financing; and international conflict, including terrorist acts.
Except as expressly required by the federal securities laws, the Company undertakes no obligation to update any such factors, or to publicly announce the results of, or changes to any of the forward-looking statements contained herein to reflect future events, developments, changed circumstances, or for any other reason.
Readers should carefully review the disclosures and the risk factors described in the documents we file from time to time with the SEC, including future reports on Forms 10-Q and 8-K, and any amendments thereto. You may obtain our SEC filings on our website www.ebix.com or via the SEC's Edgar database.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.