iSOFT Group Limited (ASX:ISF) Recommends Cash Proposal From Computer Sciences Corporation (NYSE:CSC)
(1)All options, performance rights, warrants and convertible notes will have the opportunity to be cancelled or acquired for consideration as part of the proposed transaction.
Under the proposed acquisition, iSOFT shareholders will receive A$0.17 in cash per share. Immediately following completion, it is expected that iSOFT's senior banking facilities and convertible notes will be repaid in full.
CSC is listed on the New York Stock Exchange with a market capitalisation of approximately US$7.6 billion. It is a global leader in providing technology enabled business solutions and services, and is a strategic partner of iSOFT in relation to its existing NPfIT contract in the UK.
The proposal from CSC arises from the strategic review initiated by the Directors of iSOFT following the conclusion of the FY10 financial year, with the intention of examining ways to maximise the value for existing shareholders and reduce group indebtedness. The review also included investigation of recapitalisation proposals and asset sales. The proposal from CSC is considered by the Board of iSOFT to offer the best outcome for all stakeholders taking into account the proposed price and expected timing of completion.
Commenting on the proposed acquisition, iSOFT Chairman Bob Ellis said: "The proposed acquisition enables shareholders to realise cash for their iSOFT shares at a significant premium to recent trading levels. It provides for the repayment of all iSOFT senior banking facilities and convertible notes.
"In addition, CSC's global scale and financial strength can be expected to lead to improvements in iSOFT's ability to deliver services to customers and provide employees with additional opportunities."
Commenting on the proposed acquisition, iSOFT Chief Executive Andrea Fiumicelli said: "iSOFT's Electronic Health Record software and services, coupled with CSC's global healthcare expertise and delivery capabilities will create a very powerful force in the global healthcare market to enhance the provision of integrated care. This is a great development for iSOFT's employees as they will have the opportunity to continue their important work in healthcare IT whilst developing their careers across CSC's global business."
Commenting on the proposed acquisition, Michael W. Laphen, CSC Chairman, President and Chief Executive Officer said: "The combination of these companies will further establish CSC as an innovative leader in global healthcare IT. Through our combined experience in global healthcare delivery, complementary world-class healthcare software solutions, and enhanced capabilities in system integration, outsourcing and process management, we are forming a compelling lifecycle of services to better serve our global clients and improve patient care."
The proposed acquisition of the shares will be implemented via a scheme of arrangement ("Scheme") and is subject to a number of conditions including iSOFT shareholder approval of the Scheme and certain regulatory approvals, including approval by the Foreign Investment Review Board and EU merger clearance. The scheme implementation agreement is attached to this announcement and, in addition to the mechanics of the Scheme, contains provisions dealing with conditions precedent, a break fee and exclusivity arrangements.
The Board of iSOFT intends to unanimously recommend that iSOFT shareholders vote in favour of the Scheme at the scheme meeting, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of iSOFT shareholders. Subject to those same qualifications, each Director of iSOFT will vote all the iSOFT shares held by them in favour of the Scheme at the Scheme meeting.
iSOFT's major shareholder, Oceania Capital Partners Limited ("OCP") (ASX:OCP) holds 24.5% of the ordinary issued shares of iSOFT. The Board understands that OCP will shortly make a statement in relation to the proposal.
The consideration of A$0.17 in cash per share represents a premium of: ?
- 227% to the last traded price of A$0.052 per share on Thursday 24 March 2011, being the last day on which iSOFT shares traded prior to this announcement;
- 270% to the one month volume weighted average price to 24 March 2011 of A$0.046 per share; and
- 209% to the three month volume weighted average price to 24 March 2011 of A$0.055 per share.
If the Scheme is successful, OCP will have its convertible notes repaid in full and will have its warrants cancelled for the scheme consideration less the warrant strike price. A separate scheme for the cancellation of options will be proposed to option holders, however this scheme will not be interdependent with the Scheme.
A Scheme booklet containing information related to the proposed acquisition, reasons for the Directors' recommendation, and details of the Scheme meeting is expected to be sent to iSOFT shareholders in May 2011.
UBS AG (NYSE:UBS) (VTX:UBSN) and Gleacher Shacklock LLP are acting as financial advisers to iSOFT and Baker & McKenzie is acting as legal adviser to iSOFT.
For the complete Scheme Implementation Agreement, please view the following link:
Oceania Capital Partners Limited
iSOFT Group Limited
Computer Sciences Corporation