DGAP-News: INFORMATICA ANNOUNCES PUBLIC TAKEOVER OFFER FOR ALL OUTSTANDING SHARES OF HEILER SOFTWARE AG
(firmenpresse) - DGAP-News: Informatica Deutschland AG / Key word(s): Offer
INFORMATICA ANNOUNCES PUBLIC TAKEOVER OFFER FOR ALL OUTSTANDING SHARES
OF HEILER SOFTWARE AG
01.10.2012 / 09:01
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INFORMATICA ANNOUNCES PUBLIC TAKEOVER OFFER FOR ALL OUTSTANDING SHARES OF
HEILER SOFTWARE AG
Informatica Deutschland AG Offers EUR 7.04 Per Share Subject to Minimum
Acceptance Rate of 67.5 Percentage of All Outstanding Shares (Excluding
Treasury Shares)
Combination of Informatica Multi-domain Master Data Management (MDM)
Platform and Heiler Software Multi-Channel Product Information Management
(PIM) Solution to Deliver Unique Value
REDWOOD CITY, Calif., October 1, 2012 -- Informatica Corporation
(Nasdaq:INFA), the world's number one independent leader in data
integration software, today announced its decision to make, through its
indirect wholly-owned subsidiary Informatica Deutschland AG, a voluntary
public takeover offer in accordance with German laws to acquire all
outstanding shares of German-listed Heiler Software AG (WKN 542 990). The
consideration to be offered to all shareholders of Heiler Software will be
EUR 7.04 per share in cash, or approximately EUR 80.8 million for the total
number of outstanding shares (excluding treasury shares).
'The combination of Informatica's proven multi-domain MDM platform and
Heiler Software's best-in-class PIM solution would deliver unique value to
our customers,' said Sohaib Abbasi, chairman and CEO, Informatica.
'Hundreds of customers rely on Informatica's multi-domain MDM platform to
manage master data, including cross-domain relationships, and synchronize
accurate master data across operational and analytic systems. Customers
around the world rely on Heiler Software's PIM solution to manage the
entire product data lifecycle for multi-channel commerce. The combination
would deliver unique value to analyze relationships between products,
customers, vendors and locations to optimize multi-channel commerce. With
social computing and mobile computing transforming commerce, we are
uniquely positioned to capture this growth opportunity together.'
Rolf J. Heiler, CEO, Heiler Software, said: 'Informatica is a global leader
in data integration software. A closer collaboration with Informatica
provides many advantages for our customers, employees and partners. Our
customers in the retail, manufacturing and distribution industries will be
able to enhance revenue and profitability by refining their product
portfolios, vendor mix and promotional offers across multiple channels.'
Informatica Multi-domain MDM and Heiler Software Multi-channel PIM to
Deliver Unique Value
The combination of Informatica's multi-domain master data management
platform with Heiler Software's multi-channel product information
management solution would:
- Expand Informatica's MDM business, advance Informatica's leadership in
MDM and extend Heiler Software's leadership in PIM.
- Empower customers to optimize multi-channel commerce, including
emerging growth opportunities through social and mobile commerce.
Heiler Software has extensive expertise in PIM with leading customers in a
variety of industries. Together, customers would gain advanced and
differentiated capabilities including:
- An authoritative view of products, customers, manufacturers and
suppliers, aswell as the relationships between them.
- Faster new product introduction, with less manual effort, and more
accurate, trustworthy data.
- Automated on-boarding of supplier data to expand the portfolio of
products in e-commerce channels, also known as 'endless aisle.'
- The exchange of data with trading partners.
- The interchange of data with on-premise and cloud-based enterprise
resource planning (ERP), Customer Relationship Management (CRM) and
analytical applications.
Additional Takeover Offer Details
The takeover offer will be supported by a majority of the shareholders of
Heiler Software, who have entered into irrevocable agreements to tender
their shares into the takeover offer. These shareholders include Rolf J.
Heiler, founder, CEO and main shareholder of Heiler Software, and members
of his family - who together hold approximately 30 percent of all
outstanding Heiler Software shares - as well as all members of Heiler
Software management and other key shareholders. The shares to be tendered
into the takeover offer pursuant to the irrevocable agreements represent
approximately 71.6 percent of all outstanding shares of Heiler Software
(excluding treasury shares).
Informatica will make the takeover offer through its indirect wholly-owned
subsidiary Informatica Deutschland AG. Informatica and Informatica
Deutschland AG today entered into a transaction agreement with Heiler
Software that establishes the essentials of the takeover offer and the
associated goals for the further strategic development of Heiler Software.
The offer price represents a premium of approximately 147 percent compared
to the XETRA closing price of Heiler Software shares on September 28, 2012.
The completion of the takeover offer is subject to a minimum acceptance
level of 67.5 percent of the outstanding shares (excluding treasury shares)
and certain other offer conditions.
The takeover offer will only be made pursuant to an offer document approved
by the German Federal Financial Supervisory Authority (BaFin). A draft of
this offer document will be submitted to BaFin within the upcoming weeks
and will be published following receipt of permission from BaFin, at which
point the takeover offer will officially commence. The offer document and
other information pertaining to the takeover offer of Informatica
Deutschland AG will be made available on the internet at
http://www.informatica-offer.com. Shareholders of Heiler Software are
strongly advised to carefully read in full the offer document if and when
it is published, as well as other publications and notifications of
Informatica Deutschland AG in connection with the takeover offer.
Heiler Software's shares are listed on the regulated market (regulierter
Markt) - General Standard - on the Frankfurt Stock Exchange under ISIN DE
0005429906.
About Informatica
Informatica Corporation (Nasdaq:INFA) is the world's number one independent
provider of data integration software. Organizations around the world rely
on Informatica for maximizing return on data to drive their top business
imperatives. Worldwide, nearly 5,000 enterprises depend on Informatica to
fully leverage their information assets residing on-premise, in the Cloud
and across social networks. For more information, call +1 650-385-5000
(1-800-653-3871 in the U.S.), or visit www.informatica.com. Connect with
Informatica at http://www.facebook.com/InformaticaCorporation,
http://www.linkedin.com/company/informatica and
http://twitter.com/InformaticaCorp.
###
Note: Informatica, PowerCenter and Informatica MDM are trademarks or
registered trademarks of Informatica Corporation in the United States and
in jurisdictions throughout the world. All other company and product names
may be trade names or trademarks of their respective owners.
Disclaimer and Forward-Looking Statements
This release is neither an offer to purchase nor a solicitation of an offer
to sell Heiler Software AG shares or any other security. The offer document
and the terms and conditions contained therein shall have sole relevance in
respectof the offer. Investors and holders of shares in Heiler Software AG
are advised to read the relevant documents regarding the takeover offer to
be published by Informatica Deutschland AG because they will contain
important information. Investors and holders of shares in Heiler Software
AG will be able to receive the offer document as well as other documents
pertaining to the offer from the website www.informatica-offer.com once
these become available. Informatica Corporation will not be filing a Form
8-K relating to the takeover offer as it is not material to Informatica
Corporation.
This release contains forward-looking statements, including those related
to the takeover offer, the expected future business of Informatica
Deutschland AG, Informatica Corporation or any other entity, and the
expected benefits to customers, employees and shareholders. These
statements are based on the current expectations of the management of
Informatica Deutschland AG and Informatica Corporation and are inherently
subject to risks, uncertainties and changes in circumstances. These
expectations or any forward-looking statements could prove to be incorrect,
and actual results could differ materially from those projected or assumed
in the forward-looking statements. The potential risks, uncertainties and
changes in circumstances that could cause actual results to differ
materially include, among others, risks related to the completion of the
takeover offer, product integration and the failure of the market to
develop as expected. Informatica Deutschland AG and Informatica
Corporation do not undertake any obligation to update the forward-looking
statements to reflect actual results, or any change in events, conditions,
assumptions or other factors.
Contacts
Debbie O'Brien
Informatica Corporation
Corporate Communications
+ 1 650 385 5735
dobrien(at)informatica.com
Stephanie Wakefield
Informatica Corporation
Investor Relations
+ 1 650 385 5261
swakefield(at)informatica.com
Marie von Bismarck
CNC AG
Communications Germany
+49 89 599 458 156
Marie.bismarck(at)cnc-communications.com
End of financial news
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