Davis Polk is advising Temenos Group AG in connection with its £1.4 billion recommended cash offer to acquire the entire share capital of Fidessa group plc. Fidessa shareholders will receive £35.67 in cash for each share together with a final and special dividend of 79.7 pence per share. Credit Suisse have provided a senior unsecured bridge facility to finance the offer. The offer, that will be implemented by way of a U.K. scheme of arrangement, is subject to regulatory and antitrust approvals and other customary conditions. The transaction is expected to complete in the first half of 2018.

Listed on the Swiss Stock Exchange since 2001, Temenos is a provider of core banking software and solutions to banks and other financial institutions worldwide. Headquartered in Geneva with 64 additional offices worldwide, Temenos software services more than 2,000 clients in over 150 countries. Headquartered in London and listed on the London Stock Exchange since 1997, Fidessa is a provider of capital markets software and solutions to financial institutions.

The Davis Polk corporate team includes partners Will Pearce and Dan Hirschovits and associates William Tong and Joseph Scrace. Partner Nick Benham, counsel Aaron Ferner and associate Megan Lawrence are advising on the debt financing of the transaction. Partner Jonathan Cooklin is providing tax advice. Counsel Nicholas Spearing and Michael Sholem are providing regulatory and antitrust advice. All members of the Davis Polk team are based in the London office.

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