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April 8, 2003
- For Immediate Release
New York, NY - SunGard (NYSE:SDS) announced today that it has completed its
cash tender offer for the outstanding common shares of Caminus Corporation
(Nasdaq:CAMZ) at a price of $9.00 per share. The tender offer expired,
as scheduled, on Monday, April 7, 2003 at 12:00 midnight, New York City
time. The acquisition is not expected to have a material impact on SunGard’s
financial results.
According to preliminary information received from Wells Fargo Bank Minnesota,
N.A., the depositary for the tender offer, Caminus stockholders have tendered
approximately 16.6 million shares of Caminus’s common stock, or approximately
97.4% of the outstanding shares. Rapid Resources Inc., the wholly owned
subsidiary of SunGard through which the tender offer was made, has accepted
for payment all validly tendered shares and will make payment to the depositary
for the accepted shares promptly.
SunGard intends to
consummate a second-step merger pursuant to which all outstanding shares
of Caminus common stock not tendered into the tender offer will be cancelled.
All such shares, other than shares for which appraisal rights are properly
demanded, will be converted into the right to receive the same $9.00 per
share in cash, without interest, paid in the tender offer. As a result
of the purchase of at least 90% of the outstanding Caminus shares in the
tender offer, under applicable law, SunGard will be able to complete the
merger without the vote of Caminus stockholders. SunGard expects to complete
the transaction shortly. After completion of the transaction, Caminus
stockholders who did not tender their shares before today will receive
information in the mail on the procedure to receive payment for their
shares.
Caminus will be combined
with SunGard’s existing energy systems business under the name SunGard
Energy Systems. John Andrus, chief operating officer of Caminus, has been
appointed president of SunGard Energy Systems, reporting to Jim Ashton,
group chief executive officer of SunGard Trading and Risk Systems.
Mr. Andrus commented,
“Caminus’s clients include every type of energy company such
as power and gas producers, distributors, utilities, municipalities and
financial institutions, as well as half of the Fortune 1000’s merchant
energy companies. The acquisition will enhance our combined opportunities
to provide solutions to the energy industry.”
Mr. Ashton added,
“Caminus’s integrated software solutions for the energy industry
are complementary to SunGard’s Panorama solution for the high-end
of the industry. Caminus brings to SunGard an expertise in end-to-end,
integrated transaction processing, management and scheduling of traded
energy assets. Our plan is to leverage the synergies that exist among
our solutions to meet the evolving demands of the energy industry.”
About SunGard Energy Systems:
SunGard Energy Systems provides proven enterprise-wide solutions for energy
trading, cross commodity scheduling and risk management. SunGard’s
solutions provide straight-through processing capabilities while managing
the market, credit and operational risk associated with physical and financial
energy transactions. Clients include energy companies, producers, marketers,
utilities and municipalities of every size, geographical reach and operational
complexity. SunGard Energy Systems also offers systems integration, project
management and consulting services. Visit SunGard Energy Systems at www.energy.sungard.com.
About SunGard:
SunGard is a global leader in integrated IT solutions for financial services.
SunGard is also the pioneer and leading provider of information availability
services. SunGard serves more than 20,000 clients in over 50 countries,
including 47 of the world’s 50 largest financial services institutions.
SunGard (NYSE:SDS) is a member of the S&P 500 and has annual revenues
of more than $2 billion. Visit SunGard at www.sungard.com.
SunGard Forward
Looking Statements:
Statements about the expected timing of the merger, statements
about the impact or expected benefit of the acquisition and all other
statements in this release other than historical facts are forward-looking
statements. These statements are subject to risks and uncertainties that
may change at any time, and, therefore, actual results may differ materially
from expected results due to a variety of factors, including but not limited
to, the satisfaction of the conditions to closing of the merger, the possibility
that the Caminus business may perform worse than expected or prove to
be more difficult to integrate and manage than expected, which could have
an adverse effect on SunGard’s business and financial results. The
factors described in this paragraph and other factors that may affect
SunGard, its management or future financial results, as and when applicable,
are discussed in SunGard's filings with the Securities and Exchange Commission,
including its Form 10-K for the year ended December 31, 2002, a copy of
which may be obtained from SunGard without charge. SunGard assumes no
obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise.
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