SS&C Further Increases Offer on Acquisition of Mainstream Group

Rhea-AI Summary

SS&C Technologies (Nasdaq: SSNC) has amended its acquisition proposal for Mainstream Group Holdings (ASX: MAI), offering A$2.56 per share, totaling an enterprise value of approximately A$376 million (US$290 million). The Mainstream board supports this revised offer pending the conclusion of an independent expert review. However, Mainstream has received a competing proposal of A$2.60 per share and is considering it as a superior offer. The acquisition is subject to customary approvals and is anticipated to close in Q3 2021.

Positive

• Enhanced acquisition offer at A$2.56 per share reflects confidence in Mainstream's value and prospects.
• Potential to expand SS&C's presence in the investment administration market through Mainstream's global client base.

Negative

• Mainstream received a competing unsolicited proposal at A$2.60 per share, creating uncertainty for SS&C's acquisition.
• Acquisition subject to multiple approvals may introduce delays and complications.

WINDSOR, Conn., May 6, 2021 /PRNewswire/ -- SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) today announced that it has amended the Scheme Implementation Deed with Mainstream Group Holdings Limited (ASX: MAI, "Mainstream") to provide for an acquisition by SS&C of 100% of the shares and outstanding equity rights in Mainstream for A$2.56 per security pursuant to a scheme of arrangement. In the absence of a superior proposal, and subject to the independent expert concluding that the revised scheme is in the best interests of Mainstream shareholders, being customary carve-outs, the board of directors of Mainstream intends to support the revised scheme of arrangement on that basis.

Terms of the proposed acquisition imply an enterprise value for Mainstream of approximately A$376 million or approximately US$290 million (including transaction costs and net debt). The purchase will be subject to customary conditions, including approval by Mainstream shareholders, the relevant Australian court and certain regulatory approvals, and is expected to close in the third quarter of 2021.

Mainstream subsequently announced that it has received a further unsolicited proposal from the same third party at AUS$2.60 per share in cash.  Mainstream is currently considering the proposal and may determine that it is a superior proposal, but has not yet done so.  If Mainstream does determine that it is a superior proposal, SS&C will have 4 business days to match or offer more favorable terms to the third party's further unsolicited proposal.

Mainstream is a provider of investment administration, middle office, fund accounting, superannuation administration, share registry and unit registry (transfer agency) services to leading fund managers and superannuation funds, family offices and dealer groups. The company serves clients globally through its offices in Australia, Hong Kong, Singapore, Ireland, Malta, Isle of Man, the Cayman Islands and the U.S.

Mainstream is being advised by Miles Advisory Partners as financial adviser and Maddocks as legal adviser.

SS&C is being advised by Citi as financial adviser and Gilbert + Tobin as legal adviser.

About Mainstream Group Holdings

Mainstream Group Holdings Limited (ASX: MAI) provides fund and superannuation administration services underpinned by investment in people, processes and technology. As at March 2021, Mainstream provides administration services to 1,364 funds and more than 176,000 investors with funds under administration of AUD $272 billion. Mainstream employs 330 people, with operations in Australia, Singapore, Hong Kong, the United States, the Isle of Man, Malta, Ireland and the Cayman Islands. For more information, please visit: https://www.mainstreamgroup.com.

About SS&C Technologies

SS&C is a global provider of services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices around the world. Some 18,000 financial services and healthcare organizations, from the world's largest companies to small and mid-market firms, rely on SS&C for expertise, scale, and technology.

Additional information about SS&C (Nasdaq:SSNC) is available at www.ssctech.com.
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SOURCE SS&C

FAQ

What is the new acquisition offer by SSNC for Mainstream Group?

SSNC has revised its offer to A$2.56 per share, valuing the enterprise at approximately A$376 million.

What is the status of Mainstream Group's response to SSNC's offer?

Mainstream is currently considering a competing proposal of A$2.60 per share from another party.

When is the SSNC and Mainstream Group acquisition expected to close?

The acquisition is expected to close in the third quarter of 2021, pending approvals.

What are the implications of the unsolicited proposal for SSNC's acquisition plans?

If Mainstream considers the unsolicited proposal superior, SSNC will have four business days to match or improve its offer.