NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
With reference to SimCorp A/S' (SimCorp or the Company) announcement of 25 May 2023 (no. 11/2023) regarding the publication of the offer document concerning the voluntary public takeover offer to acquire all of the issued and outstanding shares (except treasury shares) in SimCorp made by Deutsche Börse AG (Deutsche Börse) (the Offer), SimCorp today publishes the statement by the Board of Directors (the Board Statement) prepared pursuant to section 22 of the Danish Executive Order no. 636 of 15 May 2020 on Takeover Offers (the Danish Takeover Order) in connection with the Offer.
As described in the Board Statement, the Board of Directors has decided to recommend the shareholders of SimCorp to accept the Offer. Shareholders are advised to read the Board Statement in its entirety before deciding whether to accept the Offer.
The Board Statement has been prepared in an original Danish version (as provided for in the Danish Takeover Order) and in an English translation thereof. In case of any discrepancies, the Danish original version of the Board Statement shall prevail.
Offer-related documents, including the Board Statement and English translations of such documents, are, subject to certain restrictions, available on SimCorp's website https://www.simcorp.com/en/investor/proposed-offer and on Deutsche Börse's website www.deutsche-boerse.com/dbg-de/investor-relations/mitteilungen-und-services/simcorp. Notice of publication of the Board Statement, and where the Board Statement will be available for reading, will, subject to certain restrictions, be sent via a corporate action message to the registered shareholders of the Company in accordance with Section 23 of the Danish Takeover Order.
Enquiries regarding this announcement should be addressed to
Michael Bjergby, Chief Financial Officer, SimCorp A/S (+45 3137 4171)
Anders Hjort, VP, Investor Relations, SimCorp A/S (+45 2892 8881)
Tobias Brun-Falkencrone, Head of Branding & Communications, SimCorp A/S (+45 2938 1384)
Company announcement no. 13/2023.
SimCorp offers an industry-leading front-to-back investment management platform and ecosystem used by 40% of the world’s top 100 asset owners and managers. The Company’s proprietary technology and its ecosystem comprising partners, services, and third-party connectivity empowers SimCorp’s customers to manage over USD 30 trillion of assets with the efficiency and flexibility needed to succeed. With over 25 offices around the world, and more than 2,200 employees, SimCorp is a truly global, collaborative team with a track record of more than 50 years of innovation.
This announcement is not directed at shareholders of SimCorp resident in any jurisdiction in which the submission of the Offer, or acceptance thereof, or this announcement would contravene the law of such jurisdiction. Accordingly, neither this announcement nor any other material regarding the Offer may be distributed in any jurisdiction outside of Denmark, the United States of America (U.S.) or Canada, if such distribution would require any registration, qualification, or other requirement in respect of any offer to purchase or sell securities or distribute documents or advertisements in respect thereof. Any person acquiring possession of this announcement or any other document referring to the Offer is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This announcement does not constitute an offer or invitation to purchase any securities in SimCorp or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer is made solely by means of the offer document as approved by the Danish Financial Supervisory Authority, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Shareholders in SimCorp are advised to read the offer document and the related documents when published as they will contain important information.
The Offer is subject to the laws of Denmark. The offer document has been drawn up in the Danish and English languages. In the event of any discrepancy between the two language versions of the offer document, the Danish language version will prevail. The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applicable under Danish law, which may be different in material aspects from those applicable in the U.S.
For SimCorp shareholders residing in the U.S., please see notice below.
Credit Suisse International (Credit Suisse), is acting as financial adviser for SimCorp and no one else in connection with the transaction and will not regard any other person as its client in relation to the transaction or any other matter referred to in this announcement and will not be responsible to anyone other than SimCorp for providing the protections afforded to clients of Credit Suisse, nor for providing advice to any other person in relation to the content of this announcement or any other matter referenced herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
Forward looking statements
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although SimCorp believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors that are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
The Offer is not being made, and the SimCorp shares will not be accepted by Deutsche Börse for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorizations, approvals or consents. Neither SimCorp nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.
Notice to SimCorp shareholders in the United States of America
The Offer is subject to the laws of Denmark. The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applicable under Danish law, which may be different in material aspects from those applicable in the U.S.
The Offer is being made in the U.S. in compliance with Section 14(e) of, and applicable provisions of Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (theExchange Act), subject to the "Tier II" exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Danish law. In this case, the Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. Accordingly, the Offer is subject to disclosure requirements that may be different than those under applicable U.S. law, procedures and practice. In addition, the financial information contained in this announcement has not been prepared in accordance with generally accepted accounting principles in the U.S. and thus may not be comparable to financial information relating to U.S. companies.
The Offer is being made to SimCorp shareholders residing in the U.S. on the same terms and conditions as those made to all other SimCorp shareholders to whom the Offer is made. Any information documents, including this announcement, are being disseminated to SimCorp shareholders whose place of residence, seat or habitual residence is in the U.S. (theU.S. SimCorp Shareholders) on a basis reasonably comparable to the method that such documents are provided to other SimCorp shareholders.
U.S. SimCorp Shareholders must be aware that this announcement and the offer document and any other documents regarding the Offer have been prepared in accordance with Danish laws and standards, which laws and standards may differ from U.S. laws and standards. In addition, the procedures for the tender of SimCorp shares and settlement of the consideration due to each SimCorp shareholder who accepts the Offer will be carried out in accordance with the rules applicable in Denmark, which may differ in material aspects from the rules and procedures applicable to a tender offer for the securities of a domestic U.S. company, in particular with respect to withdrawal rights, offer timetable, settlement procedures and the payment date of the securities.
It may be difficult for U.S. SimCorp Shareholders to enforce certain rights and claims they may have arising in connection with the Offer under U.S. securities laws, since Deutsche Börse and SimCorp are located in non-U.S. jurisdictions, and some or all of their respective officers and directors are residents of non-U.S. jurisdictions. U.S. SimCorp Shareholders may not be able to sue Deutsche Börse or SimCorp and/or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may not be possible to compel Deutsche Börse and SimCorp or their respective affiliates, as applicable, to subject themselves to the judgment of a U.S. court.
In accordance with customary Danish practice and to the extent permitted by applicable law, including Rule 14e-5(b) of the Exchange Act, Deutsche Börse or any affiliate of Deutsche Börse or nominees or brokers of the foregoing (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, SimCorp shares outside the U.S., other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If, prior to the completion of the Offer, Deutsche Börse or any affiliate of Deutsche Börse or any nominee or broker of the foregoing acquires SimCorp shares at a higher price than the Offer Price, Deutsche Börse will increase the Offer Price correspondingly as required by applicable law, rules or regulations. Any information about such purchases will be announced through relevant electronic media if, and to the extent, such announcement is required under applicable law. In addition, in the ordinary course of business, Morgan Stanley & Co. International plc, Credit Suisse and Deutsche Bank AG and their respective affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of SimCorp.