Irish High Court has Sanctioned Trintech Scheme of Arrangement
TRINTECH GROUP PLC ANNOUNCES THAT THE IRISH HIGH COURT HAS SANCTIONED THE SCHEME OF ARRANGEMENT TO EFFECT THE ACQUISITION OF THE COMPANY BY SPECTRUM EQUITY
Dublin, Ireland/Dallas, US - December 20, 2010
Trintech Group Plc (NASDAQ: TTPA), a
leading global provider of integrated financial governance, risk management and
compliance (GRC) software solutions for commercial, financial and healthcare
markets, confirmed that the Irish High Court has today
sanctioned the scheme of arrangement (the Scheme)
pursuant to which Trintech Group plc will be acquired by Spectrum Equity
Investors (acting through Cerasus II Limited) at a price of $6.60 per Trintech
ADS (or $3.30 per Trintech Share). The Scheme will become effective upon the
issue by the Registrar of Companies of a certificate of registration of the
Court Order.
It is expected
that the Court Order will be filed with the Registrar of Companies before the
opening of trading on NASDAQ on 31 December
2010 and that the Scheme will become effective on that date (the Effective Date). On this basis, it is expected that the Scheme
Record Time, after which no transfers of the Company’s ordinary shares will be
registered, will be 5.15 p.m. (United States Eastern Standard Time) on 30 December 2010.
It is expected that
the cancellation of the listing of Trintech ADSs on NASDAQ will occur with
effect prior to the opening of trading on NASDAQ on 31 December 2010.
Upon the Scheme
becoming effective, Trintech Shareholders shall receive the Consideration
payable to them within 14 days. Trintech ADS Holders are required to follow the
instructions in the Scheme Circular with regard to the surrender of their
Trintech ADSs. For further information, please contact Trintech’s Depositary
and information agent, the Bank of New York Mellon at Depositary Receipts
Division, 101 Barclay St., 22nd Floor, New York, NY 10286, United
States (1.866.353.4787 if calling within the United States and +1.866.353.4787
if calling from outside the United States).
Forward Looking
Statements
This document
contains “forward looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Any “forward looking statements” in this document are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those stated. “Forward looking statements” in this press
release include statements relating to the timing of the effective time of the
scheme of arrangement and the delisting of Trintech ADSs from NASDAQ.
About Trintech Group
Trintech Group Plc (NASDAQ:
TTPA) is a leading global provider of integrated financial governance, risk
management, and compliance (GRC) software solutions for commercial, financial,
and healthcare markets. Trintech's recognised expertise in reconciliation
process management, financial data aggregation, revenue and cost cycle
management, financial close, reporting, risk management, and compliance enables
customers to gain greater visibility and control of their critical financial
processes leading to better overall business performance.
For more information on how
Trintech can help you increase confidence in business performance and reduce
financial risk, please contact us online at www.trintech.com or at our
principal business office in Addison, Texas, or through an international office in Ireland, the United
Kingdom, or the Netherlands.
Trintech • 15851 Dallas
Parkway, Suite 900 • Addison, TX 75001 • Tel 1 972 701 9802 Trintech UK Ltd. •
Warnford Court, 29 Throgmorton St. • London
EC2N2AT, UK • Tel +44
(0) 20 7628 5235 Trintech Technologies • Block C, Central Park •
Leopardstown, Dublin 18, Ireland • Tel +353 1 293 9840 Trintech •
Cypresbaan 9 • 2908 LT Capelle a/d Ijssel, The Netherlands • Tel +31 (0) 10
8507 474
This announcement does not constitute an offer or recommendation to
purchase, sell, subscribe for or exchange or an invitation to purchase, sell,
subscribe for or exchange any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the proposed acquisition or otherwise.
Any decision in relation to the scheme of arrangement and related proposals
should be made only on the basis of the related documentation as and when
issued.
The Directors of Trintech
Group plc accept responsibility for the information contained in this
announcement. To the best of their knowledge and belief (having taken all
reasonable care to ensure such is the case), the information contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Any person interested in 1% or more of any class of relevant securities of Trintech Group plc (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act 1997, Takeover Rules, 2007 (as amended) effective from the commencement of the offer period (being 21 September 2010).
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined
in the Irish Takeover Rules, which can also be found on the Irish Takeover
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the
Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.
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Trintech Press Contact:
Dallas: Dave Tomlinson - Director, Marketing
Tel. +1 972 739-1611. Email: dave.tomlinson@www.trintech.com
This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange
Published Monday, December 20th, 2010 and filed under Corporate
