SunGard Asia Pacific Commences Offer for Shares of System Access Limited.WAYNE Wayne, city (1990 pop. 19,899), Wayne co., SE Mich., a suburb of Detroit, on the Lower Rouge River; inc. as a village 1869, and with surrounding areas as a city 1960. It has automobile and aircraft industries and other varied manufactures. , Pa. -- SunGard (SunGard Data Systems Inc., Wayne, PA, www.sungard.com) A computer software and services company specializing in financial services, investment support systems and business continuity. SunGard was formed in 1983 from four subsidiaries of the Philadelphia-based Sun Company. (http://www.sungard.com), a global leader in integrated software Separate software components or applications that have been combined into one package. See integrated software package. and processing solutions and the pioneer and leading provider of information availability services, reported today that Morgan Stanley
A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of SunGard Data Systems Inc., released the following announcement in Singapore earlier today regarding the distribution of offer documents detailing the voluntary conditional Subject to change; dependent upon or granted based on the occurrence of a future, uncertain event. A conditional payment is the payment of a debt or obligation contingent upon the performance of a certain specified act. cash offer for shares in the capital of System Access Limited, a Singapore corporation. About SunGard With annual revenue of $4 billion, SunGard is a global leader in software and processing solutions for financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. , higher education higher education Study beyond the level of secondary education. Institutions of higher education include not only colleges and universities but also professional schools in such fields as law, theology, medicine, business, music, and art. and the public sector. SunGard also helps information-dependent enterprises of all types to ensure the continuity of their business. SunGard serves more than 25,000 customers in more than 50 countries, including the world's 50 largest financial services companies. Visit SunGard at www.sungard.com. Trademark Information: SunGard and the SunGard logo are trademarks or registered trademarks of SunGard Data Systems Inc. or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.
SUNGARD
VOLUNTARY CONDITIONAL CASH OFFER
by
Morgan Stanley
MORGAN STANLEY DEAN WITTER ASIA (SINGAPORE) PTE
(Incorporated in Singapore)
(Registration No. 199206298Z)
for and on behalf of
SUNGARD ASIA PACIFIC INC.
(Incorporated in the State of Delaware, USA)
to acquire all the issued ordinary shares in the capital of
SYSTEM ACCESS LIMITED
(Incorporated in Singapore)
(Registration No. 198304837E)
1. DESPATCH OF OFFER DOCUMENT
Morgan Stanley Dean Witter Asia (Singapore) Pte (Morgan Stanley)
wishes to announce for and on behalf of SunGard Asia Pacific Inc.
(Offeror), that the offer document dated 14 August 2006 (Offer
Document) which contains details of a voluntary conditional cash
offer (Offer) by Morgan Stanley for and on behalf of the Offeror
for all the issued ordinary shares (Shares) in the capital of
System Access Limited (Offeree), as announced on 24 July 2006,
together with the Form of Acceptance and Authorisation (FAA)
and/or Form of Acceptance and Transfer (FAT) (as the case may be),
has been despatched on 14 August 2006 to depositors whose
securities accounts with The Central Depository (Pte) Limited
(CDP) are credited with the Shares (Depositors) and to the holders
of the Shares (Shareholders) whose names appear in the Register of
Members of the Offeree.
Outstanding options granted under the System Access Share Option
Scheme are not freely transferable by the holders thereof
(Optionholders). In view of this restriction, the Offeror is
making a proposal (Options Proposal) to the Optionholders. The
Options Proposal dated 14 August 2006, together with the Offer
Document, has also been despatched to Optionholders on 14 August
2006.
All capitalised terms used and not defined herein shall have the
meanings ascribed to them in the Offer Document.
2. REQUEST FOR OFFER DOCUMENT AND RELATED DOCUMENTS
Depositors and Shareholders who do not receive the Offer Document
and the relevant acceptance forms within a week from the date
hereof should contact CDP or Tricor Barbinder Share Registration
Services (Tricor Barbinder), as the case may be, without delay at
the following addresses:
For Depositors
--------------
The Central Depository (Pte) Limited
4 Shenton Way
#02-01 SGX Centre 2
Singapore 068807
Copies of the FAA may be obtained by Depositors from CDP upon
production of satisfactory evidence that their securities accounts
with CDP are or will be credited with the Shares.
For Shareholders
----------------
Tricor Barbinder Share Registration Services
8 Cross Street
#11-00 PWC Building
Singapore 048424
Copies of the FAT may be obtained by Shareholders from Tricor
Barbinder upon production of satisfactory evidence of title to the
Shares.
3. OVERSEAS SHAREHOLDERS
The availability of the Offer to Shareholders whose addresses are
outside Singapore, as shown on the Register of Members of the
Offeree or, as the case may be, in the records of CDP (each, an
Overseas Shareholder) may be affected by the laws of the relevant
overseas jurisdictions. Accordingly, any Overseas Shareholder
should inform himself about, and observe any applicable legal
requirements. Where there are potential restrictions on sending
the Offer Document to any overseas jurisdiction, the Offeror and
Morgan Stanley reserve the right not to send the Offer Document to
such overseas jurisdiction. For the avoidance of doubt, the Offer
is made to all Shareholders, including those to whom the Offer
Document has not been, or may not be, sent.
Overseas Shareholders may obtain copies of the Offer Document and
any related documents, during normal business hours and up to the
Closing Date, from the Offeror through Tricor Barbinder at its
office located at 8 Cross Street, #11-00 PWC Building, Singapore
048424.
Alternatively, an Overseas Shareholder may write to the Offeror
through Tricor Barbinder at the above address to request for the
Offer Document and any related documents to be sent to an address
in Singapore by ordinary post at the Overseas Shareholder's own
risk, up to 3 Market Days prior to the Closing Date.
It is the responsibility of any Overseas Shareholder who accepts
the Offer or who requests for the Offer Document and any related
documents to satisfy himself as to the full observance of the laws
of the relevant jurisdiction in that connection, including the
obtaining of any governmental or other consent which may be
required, and compliance with all necessary formalities or legal
requirements and the payment of any taxes, imposts, duties or
other requisite payments due in such jurisdictions. Such Overseas
Shareholders shall be liable for any such taxes, imposts, duties
or other requisite payments payable and the Offeror and any person
acting on its behalf shall be fully indemnified and held harmless
by such Overseas Shareholders for any such taxes, imposts, duties
or other requisite payments as the Offeror and/or any person
acting on its behalf may be required to pay. In accepting the
Offer or requesting for the Offer Document and any related
documents, the Overseas Shareholder represents and warrants to the
Offeror that he is in full observance of the laws of the relevant
jurisdiction in that connection, that he is in full compliance
with all necessary formalities or legal requirements, and that the
Offeror will not be in breach of any such laws or requirements.
The Offeror and Morgan Stanley each reserves the right to notify
any matter, including the fact that the Offer has been made, to
any or all Overseas Shareholders by announcement or paid
advertisement in a daily newspaper published and circulated in
Singapore, in which case such notice shall be deemed to have been
sufficiently given notwithstanding any failure by any Shareholder
to receive or see such announcement or advertisement.
Any Overseas Shareholder who is in any doubt about his position
should consult his professional adviser in the relevant
jurisdiction.
Notice to US investors
Pursuant to exemptive relief granted by the SEC from Rule 14e-5
under the Securities Exchange Act, the Offeror and its Concert
Parties, acting directly or indirectly through their agents,
advisers and other nominees or brokers, may make certain purchases
of, or arrangements to purchase, Shares during the period in which
the Offer remains open for acceptance. In accordance with the
requirements of Rule 14e-5 and the exemptive relief granted by the
SEC, such purchases, or arrangements to purchase, must comply with
Singapore law and the Code. The Offeror and its Concert Parties
shall disclose in the United States either by press release or on
the SunGard website http://www.sungard.com information regarding
such purchases, or arrangements to purchase, Shares outside the
Offer to the extent such information is made public in Singapore
pursuant to Singapore law and the Code and in a comparable manner.
To the extent that the Offer is being made in the United States,
it is made directly by the Offeror. References in the Offer
Document and the FAA and FAT to the Offer being made by Morgan
Stanley on behalf of the Offeror should be construed accordingly.
US Shareholders of System Access should note that the Offer is
made for the securities of a non-US company. The Offer is subject
to the disclosure requirements of Singapore law, which are
different from those of the United States.
4. PROCEDURES FOR ACCEPTANCE
Full details of the procedures for acceptance are set out in the
Offer Document and in the FAA or the FAT (as the case may be).
5. CLOSING DATE
The Offer will be open for acceptance until 3.30 p.m. on 11
September 2006 or such later date(s) as may be announced from time
to time by or on behalf of the Offeror.
6. RESPONSIBILITY STATEMENT
The Offeror Directors and the directors of SunGard Data Systems
Inc. (including those who may have delegated detailed supervision
of this announcement) have taken all reasonable care to ensure
that the facts stated in this announcement are fair and accurate
and that no material facts have been omitted, and they jointly and
severally accept responsibility accordingly.
Issued by Morgan Stanley Dean Witter Asia (Singapore) Pte
for and on behalf of
SunGard Asia Pacific Inc.
14 August 2006
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