SS&C Further Increases Offer on Acquisition of Mainstream Group
S&C Technologies Holdings, Inc. has announced that it has amended the Scheme Implementation Deed with Mainstream Group Holdings Limited to provide for an acquisition by SS&C of 100% of the shares and outstanding equity rights in Mainstream for AUD2.56 per security pursuant to a scheme of arrangement.
In the absence of a superior proposal, and subject to the independent expert concluding that the revised scheme is in the best interests of Mainstream shareholders, being customary carve-outs, the board of directors of Mainstream intends to support the revised scheme of arrangement on that basis, SS&C said in a press release.
Terms of the proposed acquisition imply an enterprise value for Mainstream of approximately A$376 million or approximately USD290 million (including transaction costs and net debt). The purchase will be subject to customary conditions, including approval by Mainstream shareholders, the relevant Australian court and certain regulatory approvals, and is expected to close in the third quarter of 2021.
Mainstream subsequently announced that it has received a further unsolicited proposal from the same third party at AUD2.60 per share in cash. Mainstream is currently considering the proposal and may determine that it is a superior proposal, but has not yet done so. If Mainstream does determine that it is a superior proposal, SS&C will have 4 business days to match or offer more favourable terms to the third party's further unsolicited proposal.
Mainstream is a provider of investment administration, middle office, fund accounting, superannuation administration, share registry and unit registry (transfer agency) services to leading fund managers and superannuation funds, family offices and dealer groups. The company serves clients globally through its offices in Australia, Hong Kong, Singapore, Ireland, Malta, Isle of Man, the Cayman Islands and the U.S.
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