|
FOR IMMEDIATE RELEASE
Contact:
Marvin (Mickey) Goldwasser
Open Solutions Inc.
860.652.3153
mgoldwasser@opensolutions.com
Christopher Ullman
The Carlyle Group
202.729.5399
Andrew Cole
Providence Equity Partners
Sard Verbinnen & Co
415.618.8750
The Carlyle Group and Providence Equity Partners Complete
Acquisition of Open Solutions Inc.
-- Open Solutions stockholders
receive $38.00 per share --
GLASTONBURY, Conn.,
Jan. 23, 2007 –
Open Solutions Inc.Ò (NASDAQ:OPEN) today announced the completion of the merger
pursuant to which Open Solutions has been acquired by affiliates of The
Carlyle Group and Providence Equity Partners, two leading private equity
firms.
On October 14, 2006, Open Solutions entered into a merger agreement
with affiliates of The Carlyle Group and Providence Equity Partners,
which provides that
Open Solutions stockholders are entitled to receive $38.00 in cash,
without interest, for each share of Open Solutions common stock held. The
total transaction is valued at approximately $1.4 billion.
“The combination of The Carlyle Group and Providence Equity
Partners’ financial resources in partnership with Open
Solutions’ powerful technology offerings creates an even stronger
industry-focused team. As we enter this new and exciting chapter for Open
Solutions we are as committed as ever in our efforts to revolutionize the
financial services sector,” said Louis Hernandez, Jr., Open
Solutions Chairman and CEO. “We are pleased to partner with two industry
leading firms, The Carlyle Group and Providence Equity Partners, who
fully understand our company, our vision and our mission. We look forward
to working together to build on the success of our company by providing
innovative and enabling technology solutions to our clients and the
marketplace.”
Bud
Watts, Managing Director of The Carlyle Group, stated, "We would
like to thank Louis and the entire Open Solutions management team for
their outstanding efforts in completing this transaction. We are excited
about our partnership with Providence Equity Partners, Louis and his
strong management team and look forward to supporting Open Solutions as we
continue to grow the company and invest in its products and service
offerings. We believe that Open Solutions' valued clients and talented
employees will all benefit directly from this continued growth and
expansion."
"We
are pleased to have completed the transaction quickly with overwhelming
support from Open Solutions shareholders," said Julie Richardson, Managing
Director at Providence Equity Partners. "Partnering with Louis and
his talented team and Carlyle, we plan to drive value at Open Solutions
through investment in continued growth and expansion of the
company."
Open
Solutions stock will cease to trade on the NASDAQ National Market at the
close of market today and will be de-listed.
Open
Solutions has appointed Computershare Trust Company, N.A., as paying
agent. Stockholders of Open Solutions who possess stock certificates
will receive instructions and a letter of transmittal by mail from
Computershare concerning how and where to surrender the Open Solution certificates
that they hold for payment. Stockholders who
hold shares in “street name” through a bank, broker or other
nominee will not have to take any action to have their shares converted
into cash as such conversions will be handled by the bank, broker or
other nominee. Questions about the deposit of merger proceeds should be
directed to the appropriate broker, bank or other nominee or to Computershare.
In
addition, on January 23, 2007, Open Solutions completed its previously
announced tender offer for its outstanding $270,000,000 aggregate
principal amount at maturity senior subordinated convertible notes due
2035 ("Notes"), pursuant to its Offer to Purchase, dated
December 21, 2007. The tender offer expired at 11:00 am New York City
time on January 23, 2007.
On
January 23, 2007, Open Solutions accepted for payment all validly
tendered Notes, consisting of $269,875,000 in aggregate principal amount
at maturity of Notes, representing approximately 99.9% of the outstanding
Notes. The supplemental indenture executed in connection with the merger
became operative January 23, 2007.
About The Carlyle Group
The Carlyle Group is a global private
equity firm with $46.9 billion under management. Carlyle invests in
buyouts, venture & growth capital, real estate and leveraged finance
in Asia, Europe and North America, focusing on technology, aerospace
& defense, automotive & transportation, business services,
consumer & retail, energy & power, healthcare, industrial and
telecommunications & media. Since 1987, the firm has invested $24
billion of equity in 576 transactions for a total purchase price of
$101.8 billion. Carlyle employs more than 740 people in 16 countries.
Recent investments have included the acquisitions of Freescale
Semiconductor, Inc., one of the world's largest semiconductor companies,
SS&C Technologies, Inc., a provider of highly specialized proprietary
software and related services to the financial services industry, Dunkin'
Brands, Inc., a franchisor of quick service restaurant concepts, The
Hertz Corporation, the largest worldwide car rental brand, and The Nielsen
Company, a leading information and media company.
About Providence Equity Partners Inc.
Providence Equity Partners
Inc. is a global private investment firm specializing in equity
investments in media and entertainment, communications and information
companies around the world. The principals of Providence Equity manage
funds with over $20 billion in equity commitments and have invested in
more than 100 companies operating in over 20 countries since the firm's
inception in 1990. Significant investments include SunGard Data Systems
Inc., Bresnan Broadband Holdings, LLC , Casema N.V., Com Hem Group,
Education Management Corporation, eircom Group plc, Kabel Deutschland
GmbH, Metro-Goldwyn-Mayer Inc., Grupo Corporativo ONO, PanAmSat
Corporation, ProSieben-Sat.1 Media AG, Recoletos Grupo de Comunicaci' on
S.A., VoiceStream Wireless Corp., Warner Music Group Corp., Western
Wireless Corporation and TDC A/S. Providence Equity is headquartered in
Providence, RI and has offices in New York, NY and London, UK.
About Open Solutions Inc.
Open
Solutions Inc. offers a fully featured strategic product platform that
integrates core data processing applications built on a single
centralized Oracle relational database, with Internet banking, cash
management, CRM/business intelligence, financial accounting tools,
imaging, digital documents, Check 21, interactive voice response, network
services, Web hosting and design, and payment and loan origination
solutions. Open Solutions’ full suite of products and services
allows banks, thrifts, credit unions and financial services providers in
the United States and Canada to better compete in today’s
aggressive financial services marketplace, and expand and tap their
trusted financial relationships, client affinity, community presence and
personalized service.
For more
information about Open Solutions or its financial product line, contact
Mickey Goldwasser by email at mgoldwasser@opensolutions.com
by phone at 860.652.3153 or via fax at 860.652.3156. Visit Open
Solutions’ Internet site at www.opensolutions.com.
Open
Solutions Inc. is a registered trademark of Open Solutions Inc. All other
company and product names may be trademarks of their respective owners.
Copyright 2007 Open Solutions Inc. All rights reserved.
Safe
Harbor Statement
Statements made in this press release that
state Open Solutions Inc.'s or management's intentions, beliefs,
expectations, or predictions for the future are forward-looking
statements within the meaning of The Private Securities Litigation Reform
Act of 1995. Readers are cautioned that these statements are only
predictions and may differ materially from actual future events or
results. All forward looking-statements are only as of the date of this
press release and Open Solutions Inc. undertakes no obligation to update
or revise them. Such forward-looking statements are subject to a number
of risks, assumptions and uncertainties that could cause Open Solutions
Inc.'s actual results to differ materially from those projected in such forward-looking
statements. For example, we have entered into and may continue to enter
into or seek to enter into business combinations and acquisitions which
may be difficult to integrate, disrupt our business, dilute stockholder
value or divert management attention. Factors which could cause our
actual results to differ materially from those projected in
forward-looking statements include, without limitation, economic,
competitive, governmental and technological factors affecting the banking
and credit union industry and/or Open Solutions Inc.'s operations,
markets, products, services, prices and other factors set forth in Item
1A, "Risk Factors," in Open Solutions' Quarterly Report on Form
10-Q for the three months ended Sept. 30, 2006, as filed with the
Securities and Exchange Commission.
###
To ensure
delivery to your inbox,
please add pressreleases@opensolutions.com
to your address book.
Copyright ©2007 Open Solutions Inc. All rights
reserved.
|