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FOR IMMEDIATE RELEASE
Contact:
Marvin (Mickey) Goldwasser
Open Solutions Inc.
860.652.3153
mgoldwasser@opensolutions.com
Christopher Ullman
The Carlyle Group
202.729.5450
Andrew Cole
Providence Equity Partners
Sard Verbinnen & Co
415.618.8750
Open Solutions Inc.
Announces Agreement To Be Acquired
By The Carlyle Group
and Providence Equity Partners
-- Open Solutions Stockholders
to receive $38.00 per Share;
Transaction Valued at over $1.3
Billion --
GLASTONBURY, Conn.,
Oct. 16, 2006 –
Open Solutions Inc.Ò (NASDAQ:OPEN), The Carlyle Group and Providence Equity Partners
jointly announced today that they have signed a definitive agreement
under which The Carlyle Group and Providence Equity Partners will acquire
Open Solutions in a transaction valued at over $1.3 billion. Open
Solutions is a provider of integrated enabling technologies for financial
institutions in the United States, Canada and other international
markets.
Under terms of the agreement, The Carlyle Group and Providence
Equity Partners will acquire all of Open Solutions’ outstanding
shares of common stock. Open Solutions’ stockholders will receive $38.00
in cash for each share of Open Solutions common stock, representing an
approximately 32 percent premium over the average closing price of Open
Solutions’ stock for the last thirty trading days. The enterprise
value of the transaction, including assumption of debt, is more than $1.3
billion. As a result of this acquisition, Open Solutions’ convertible
notes will become convertible into the merger consideration payable to
their underlying shares of common stock and Open Solutions’ other currently
outstanding indebtedness will be retired.
“This is yet another exciting chapter for Open Solutions as
we continue our efforts to revolutionize the financial services
sector”, said Louis Hernandez, Jr., Open Solutions Chairman and
CEO. “With this announced transaction we fulfill our desire to
deliver an excellent value for our stockholders and at the same time
ready Open Solutions to enter the next stage in our history of
continually striving to provide innovative and enabling technology
solutions and services to our clients and the marketplace. We are pleased
to be partnering with two industry leading firms in The Carlyle Group and
Providence Equity Partners, and we look forward to working with them to
further serve our clients and the industry and build on the success of
our company.”
Bud Watts,
Managing Director of The Carlyle Group, stated, “Louis Hernandez
and the talented employees of Open Solutions have built a remarkable
company with best-in-class technology and an impressive client list.
Both Providence and Carlyle bring substantial financial resources
to Open Solutions, and in partnership with Louis and his team, we intend
to support the continued growth and expansion of Open Solutions with
aggressive investment in internal R&D, customer service, and complementary
acquisitions.”
“Since its founding in 1992, Open Solutions has utilized its
unique, best-in-class core processing technology to become a premier
provider of information services to the financial community,” said
Julie Richardson, Managing Director at Providence Equity Partners.
“We look forward to partnering with Louis and his team and The
Carlyle Group to support Open Solutions’ growth as a private
company and the expansion of its leadership as a critical technology
provider to the financial services industry.”
Open Solutions’ board of directors and a special committee of
the board comprised solely of disinterested directors have unanimously
approved the transaction and recommended to Open Solutions’
stockholders that they adopt the merger agreement and approve the
merger. The transaction is expected to be completed during the first quarter
of 2007 and is subject to various conditions, including approval by the
stockholders of Open Solutions, the expiration of the applicable waiting
period under the Hart-Scott-Rodino Act, the absence of the occurrence of
a material adverse effect on Open Solutions and other customary closing
conditions. The transaction is not subject to a financing condition. A
special meeting of Open Solutions’ stockholders will be scheduled
as soon as practicable following the preparation and filing of definitive
proxy materials with the Securities and Exchange Commission.
The acquisition will be
financed through a combination of equity contributed by investment funds
affiliated with The Carlyle Group and Providence Equity Partners and debt
financing provided by affiliates of Wachovia, JPMorgan, and Merrill Lynch
& Co.
Wachovia Securities acted as financial advisor to Open
Solutions. Simpson, Thacher & Bartlett LLP acted as legal
advisor to Open Solutions. SunTrust Robinson Humphrey acted as
financial advisor to the special committee of the board of directors of
Open Solutions and provided the committee with a fairness opinion in
connection with the transaction. Morris, Nichols, Arsht &
Tunnell LLP acted as legal advisor to the special committee of the board
of directors of Open Solutions. Merrill Lynch & Co. acted as financial advisor to The Carlyle
Group and Providence Equity Partners.
Latham & Watkins LLP and Weil, Gotshal & Manges LLP acted as
legal advisors to The Carlyle Group and Providence Equity Partners.
About The Carlyle Group
The Carlyle
Group is a global private equity firm with $44.3 billion under
management. Carlyle invests in buyouts, venture & growth capital,
real estate and leveraged finance in Asia, Europe and North
America, focusing on aerospace &
defense, automotive & transportation, business services, consumer
& retail, energy & power, healthcare, industrial, technology and
telecommunications & media. Since 1987, the firm has invested $22.4
billion of equity in 528 transactions for a total purchase price of $94.6
billion. The Carlyle Group employs more than 670 people in 16 countries.
In the aggregate, Carlyle portfolio companies have more than $68 billion
in revenue and employ more than 300,000 people around the world. www.carlyle.com.
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 $9 billion in equity commitments and have invested in
more than 80 companies operating in over 20 countries since the firm's
inception in 1990. Significant investments include Bresnan Broadband
Holdings, Casema, Comhem, Education Management Corporation, eircom, Kabel
Deutschland, Metro-Goldwyn-Mayer, Ono, PanAmSat, ProSiebenSat.1,
Recoletos, SunGard, VoiceStream Wireless, Warner Music Group, and Western
Wireless. Providence Equity is headquartered in Providence, RI and has offices in New York and London.
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 2006 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 under the heading "Factors Affecting Future Operating
Results" in Open Solutions' Quarterly Report on Form 10-Q for the
three months ended June 30, 2006, as filed with the Securities and Exchange Commission.
IMPORTANT INFORMATION WILL BE FILED
WITH THE SEC
In connection with the proposed
merger, Open Solutions Inc. will file a proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents filed by
Open Solutions Inc. at the Securities and Exchange Commission's web site
at http://www.sec.gov. The proxy
statement and such other documents may be obtained for free from Open
Solutions by directing such request to Open Solutions Inc., Corporate
Secretary, 455 Winding Brook Drive, Glastonbury, CT 06033, telephone: (860) 652-3155.
Open Solutions Inc. and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Open Solutions' participants in the solicitation, which may be different than those of Open Solutions stockholders generally, is set forth in Open Solutions' proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the merger when it becomes available.
Editors Note: The correct usage of the company name, Open Solutions
Inc., is either referring to it as Open Solutions Inc. or Open
Solutions. Open Solutions no longer uses the acronym of OSI to refer to the company.
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Copyright ©2006 Open Solutions Inc. All rights
reserved.
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