SunGard Asia Pacific Extends Offer Period 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 extension to October October: see month. 2, 2006 of the offer period for the previously announced 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 by SunGard Asia Pacific Inc. 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 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)
a wholly owned subsidiary of SUNGARD DATA SYSTEMS INC.
to acquire all the issued ordinary shares in the capital of
SYSTEM ACCESS LIMITED
(Incorporated in Singapore)
(Registration No. 198304837E)
1. Introduction
Morgan Stanley Dean Witter Asia (Singapore) Pte (Morgan Stanley)
refers to the offer document dated 14 August 2006 (Offer Document)
in connection with the voluntary conditional cash offer (Offer)
made by Morgan Stanley for and on behalf of SunGard Asia Pacific
Inc. (Offeror) for all the issued ordinary shares (Shares) in the
capital of System Access Limited (Offeree) which was despatched to
shareholders and optionholders.
All capitalised terms used and not defined herein shall have the
meanings ascribed to them in the Offer Document.
2. Extension of Offer Period
Morgan Stanley wishes to announce for and on behalf of the Offeror
that the Closing Date of the Offer has been extended to 3.30 p.m.
on 2 October 2006, or such later date(s) as may be announced from
time to time by or on behalf of the Offeror.
Accordingly, the Offer shall close at 3.30 p.m. on 2 October 2006,
or such later date(s) as may be announced from time to time by or
on behalf of the Offeror (Extended Closing Date).
3. Level of Acceptances
As at 5.00 p.m. on 8 September 2006, the Offeror has received,
pursuant to the Offer, valid acceptances in respect of 297,107,279
Shares, representing approximately 92.91% of the issued share
capital of the Offeree as at 14 August 2006 and approximately
88.98% of the maximum potential issued share capital of the
Offeree. The Offer has not become nor is declared unconditional as
to acceptances.
For the purposes of the Offer, maximum potential issued share
capital of the Offeree means the total number of Shares which
would be in issue had all the Options been validly exercised prior
to the close of the Offer.
The above includes acceptances by:
(i) Loh Boon Fah pursuant to his irrevocable undertaking in
respect of 103,552,168 Shares representing 32.38% of the
issued share capital of the Offeree; and
(ii) Infocomm Investments Pte Ltd pursuant to its irrevocable
undertaking in respect of 16,972,880 Shares representing
5.31% of the issued share capital of the Offeree.
Prior to the commencement of the Offer on 24 July 2006, the
Offeror and parties acting in concert with it did not hold any
Shares. Between 24 July 2006 and 5.00 p.m. on 8 September 2006,
none of the Offeror and parties acting in concert with it has
acquired or agreed to acquire any Shares other than pursuant to
valid acceptances of the Offer.
Accordingly, as at 5.00 p.m. on 8 September 2006, the total number
of (a) Shares owned, controlled or agreed to be acquired by the
Offeror and parties acting in concert with it, and (b) valid
acceptances of the Offer, amount to an aggregate of 297,107,279
Shares, representing approximately 92.91% of the issued share
capital of the Offeree as at 14 August 2006.
4. Options Proposal
As at 5.00 p.m. on 8 September 2006, the Options Proposal has been
accepted by all Optionholders in respect of all outstanding
Options.
5. Procedures for Acceptances
Shareholders who wish to accept the Offer but have not done so
should complete, sign and forward their FAA or FAT (as the case
may be) and all other relevant documents as soon as possible so as
to reach the Offeror no later than 3.30 p.m. on the Extended
Closing Date (or such other date(s) as may be announced from time
to time by or on behalf of the Offeror). All FAAs, FATs and other
relevant documents received after 3.30 p.m. on such date will not
be accepted and will be returned by post to the relevant
Shareholders at their own risk, in accordance with the terms of
the Offer.
Shareholders who are in any doubt about the Offer should consult
their stockbroker, bank manager, solicitor or other professional
adviser immediately.
Depositors or Shareholders who have not received or who have
misplaced the Offer Document and/or the relevant acceptance forms
should contact CDP or Tricor Barbinder Share Registration
Services, as the case may be, without delay at the following
addresses,
The Central Depository (Pte) Limited
4 Shenton Way
#02-01 SGX Centre 2
Singapore 068807
Tricor Barbinder Share Registration Services
8 Cross Street
#11-00 PWC Building
Singapore 048424
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.
Copies of the FAT may be obtained by Shareholders from Tricor
Barbinder Share Registration Services upon production of
satisfactory evidence of title to the Shares.
6. Responsibility Statement
The directors of the Offeror 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.
To the extent that the Offer is being made in the United States, it is
made directly by the Offeror. References in this announcement 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 this 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.
Issued by Morgan Stanley Dean Witter Asia (Singapore) Pte
for and on behalf of
SunGard Asia Pacific Inc.
11 September 2006
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