SunGard Asia Pacific Offer for Shares of System Access Limited Declared Unconditional.WAYNE, Pa. -- SunGard (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 announcing that the previously announced voluntary conditional cash offer by SunGard Asia Pacific Inc. for shares in the capital of System Access Limited, a Singapore corporation, has become unconditional HEIR, UNCONDITIONAL. A term used in the civil law, adopted by the Civil Code of Louisiana. Unconditional heirs are those who inherit without any reservation, or without making an inventory, whether their acceptance be express or tacit. Civ. Code of Lo. art. 878. UNCONDITIONAL. in all respects on October 2, 2006. 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.
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. Offer Declared Unconditional in All Respects Morgan Stanley wishes to announce for and on behalf of the Offeror that the Offer has become unconditional in all respects on 2 October 2006. 3. Level of Acceptances As at 5.00 p.m. on 2 October 2006, the Offeror has received, pursuant to the Offer, valid acceptances in respect of 318,327,449 Shares, representing approximately 99.54% of the issued share capital of the Company as at 14 August 2006. This includes acceptances by: (i) Loh Boon Boon A general term that refers to a benefit or improvement for investors. This can include such things as increased dividends, a stock market rally and stock buybacks. Notes: Fah pursuant to his irrevocable Unable to cancel or recall; that which is unalterable or irreversible. IRREVOCABLE. That which cannot be revoked. 2. A will may at all times be revoked by the same person who made it, he having a disposing mind; but the moment the testator is undertaking in respect of 103,552,168 Shares; and (ii) Infocomm Investments Pte Ltd PTE LTD Private Limited pursuant to its irrevocable undertaking in respect of 16,972,880 Shares. 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 2 October 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 2 October 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 318,327,449 Shares, representing approximately 99.54%of the issued share capital of the Company as at 14 August 2006. The Options Proposal has been accepted by Optionholders in respect of all outstanding Options. 4. Closing Date The Offer will remain open for acceptances until 3.30 p.m. on 16 October 2006. The Offer will not be open for acceptance beyond 3.30 p.m. on 16 October 2006 and any acceptances received thereafter will be rejected. 5. Suspension of Listing As the Offeror now owns, controls or has agreed to acquire 318,327,449 Shares, representing approximately 99.54% of the issued share capital of the Company, the Singapore Exchange “SGX” redirects here. For other uses, see SGX (disambiguation). Singapore Exchange Limited SGX: S68 (SGX) is the stock exchange in Singapore. SGX was formed on December 1 1999, following the merger of two established and well-respected financial Securities Trading securities trading, financial activity involving transactions of property such as stocks, bonds, commodities, and currency (see securities). Although the trading of stocks and bonds dates back several centuries in many Western nations, the development of the Limited (SGX-ST) may, pursuant to Clause 1105 of the SGX-ST Listing Manual, suspend the listing of the Shares on the SGX-ST until such time the SGX-ST is satisfied that at least 10% of the issued shares of the Company are held by at least 500 shareholders of the Company who are members of the public. The Offeror has no intention to undertake any placement of Shares in order for the listing suspension to be lifted. 6. Compulsory Acquisition and Delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. As the Offeror has received acceptances representing 90% or more of the Shares not at the date of the Offer held by the Offeror, its related corporation or their respective nominees, the Offeror will be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: and intends to exercise its right of compulsory acquisition, pursuant to section 215(1) of the Companies Act, Chapter 50 of Singapore, in relation to Shares in respect of which acceptances have not been received by 3.30 p.m. on 16 October 2006, on the same terms as those under the Offer. Subsequent to such compulsory acquisition, the Company will become a wholly-owned subsidiary of the Offeror and will be delisted from the SGX-ST. 7. Procedures for Acceptance 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 Offer or no later than 3.30 p.m. on 16 October 2006. 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 Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the terms of the Offer. Shareholders who are in any doubt about the Offer should consult their stockbroker Stockbroker 1. An agent that charges a fee or commission for executing buy and sell orders submitted by an investor. 2. The firm that acts as an agent for a customer, charging the customer a commission for its services. , bank manager, solicitor or other professional adviser immediately. Depositors or Shareholders who have not received or who have misplaced mis·place tr.v. mis·placed, mis·plac·ing, mis·plac·es 1. a. To put into a wrong place: misplace punctuation in a sentence. b. the Offer Document and/or the relevant acceptance forms should contact CDP CDP (cytidine diphosphate): see cytosine. (1) (Certificate in Data Processing) An earlier award for the successful completion of an examination in hardware, software, systems analysis, programming, management and accounting, or Tricor Barbinder Share Registration Services, as the case may be, without delay at the following addresses, The Central Depository (Pte) Tricor Barbinder Share Limited Registration Services 4 Shenton Way 8 Cross Street #02-01 SGX Centre 2 #11-00 PWC Building Singapore 068807 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. 8. 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 Jointly and Severally 1. A legal term describing a partnership in which individual decisions are bound to all parties involved and thus undivided. 2. A term used in underwriting syndicates to refer to the distinct responsibility of individual companies to sell a certain accept responsibility accordingly. To the extent that the Offer is being made in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , 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. 2 October 2006 |
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