SunGard Data Systems to be Acquired by Private Equity Group for $11.3B

Mar 29, 2005


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SunGard, a provider of integrated software and processing solutions primarily for financial services and provider of information availability services, together with a consortium of seven private equity investment firms, announced the execution of a definitive agreement under which the consortium will acquire SunGard in a transaction valued at approximately $11.3 billion. The acquiring consortium was organized by Silver Lake Partners and includes Bain Capital, The Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners, and Texas Pacific Group.

Under the terms of the agreement, SunGard stockholders will receive $36 in cash for each share of SunGard common stock they hold. SunGard's existing bonds in the principal amount of $500 million will remain outstanding. The board of directors of SunGard has approved the merger agreement and has recommended to SunGard's stockholders that they adopt the agreement. In light of this transaction, the board of directors of SunGard has determined not to implement the previously announced plan to spin off SunGard's Availability Services business. The transaction is expected to be completed in the third quarter of 2005, subject to receipt of stockholder approval and customary regulatory approvals as well as satisfaction of other customary closing conditions.

Credit Suisse First Boston LLC acted as financial advisors to SunGard and provided a fairness opinion to the board of directors of SunGard in connection with the transaction. In addition, Lazard also provided a fairness opinion to the board of directors of SunGard. Shearman & Sterling LLP acted as legal advisor to SunGard in connection with the transaction. Morgan, Lewis & Bockius LLP acted as legal advisor to SunGard's management in connection with the transaction.

The transaction will be financed through a combination of equity contributed by each of the consortium partners and debt financing provided by JPMorgan, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. and Morgan Stanley who also acted as financial advisors to the consortium partners. Ropes & Gray LLP and Simpson Thacher & Bartlett LLP acted as legal advisors to the consortium partners.
(www.sungard.com)