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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
Phoenix International Ltd., Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRESS RELEASE
Contact: Bahram Yusefzadeh Jon Lee
Chairman and Chief Executive Officer Chief Operating Officer
Phoenix International Ltd., Inc. London Bridge Software
+ (407) 548-5100 Holdings plc
+ 44 207 403 1333
PHOENIX INTERNATIONAL TO BE ACQUIRED BY LONDON BRIDGE
Phoenix Also Files Amended Financial Statements And SEC Reports, And Announces
Agreement in Principle to Settle Class Action
ORLANDO, Fla. (October 25, 2000) -- Phoenix International Ltd., Inc.
(Nasdaq/NM: PHXXE), a world leader in client/server core banking solutions,
today announced that London Bridge Software Holdings plc. (LSE, LNB.L) has
agreed to acquire substantially all of the assets and certain liabilities of
the Heathrow-based software developer. The announcement comes after the
London-based firm entered into a pre-acquisition exclusivity agreement with
Phoenix in late August of this year.
The asset purchase agreement, signed today, calls for London Bridge to
pay approximately $45.5 million in cash to Phoenix and assume specified
liabilities of Phoenix in exchange for substantially all of Phoenix's assets.
Phoenix is retaining all other assets and liabilities. The purchase price is
subject to various contingencies that could result in significant adjustments
to the amount of cash distributable to Phoenix's shareholders. For example, 25%
of the purchase price will be placed in an escrow account on the closing date
to indemnify London Bridge under the asset purchase agreement. Phoenix would
make an initial distribution of a portion of the cash proceeds to shareholders
as soon as practicable after the closing of the transaction, which is expected
to occur in the first quarter of 2001, and would make a subsequent distribution
of any cash remaining in the escrow account as soon as practicable after the
expiration of the escrow period on September 30, 2001. Additionally, Phoenix
cannot accurately determine at the present time the value of some of the assets
and liabilities that Phoenix is retaining, but the liabilities in particular
could reduce the amount of cash distributable to the shareholders. Because of
contingencies and uncertainties such as these, the amount of net proceeds
ultimately distributed to Phoenix's shareholders likely will differ from and
could be substantially less than the $45.5 million stated purchase price.
Because the completion of the transaction is subject to various conditions,
including approval of the transaction by Phoenix's shareholders and the final
settlement of the class action litigation described below, Phoenix cannot be
sure that the transaction will be completed or of the timing of any
distributions to shareholders.
PHOENIX AND ITS BOARD OF DIRECTORS WILL SOLICIT PROXIES IN CONNECTION
WITH THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD TO CONSIDER THE APPROVAL OF
THE ASSET PURCHASE AGREEMENT AND THE ASSET SALE. DETAILED INFORMATION
CONCERNING THE INTERESTS OF THESE SOLICITATION PARTICIPANTS IN THE SOLICITATION
MAY BE OBTAINED FROM PHOENIX UPON REQUEST BY CONTACTING PHOENIX'S CORPORATE
SECRETARY AT (407) 548-5202 OR BY
-more-
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LONDON BRIDGE TO ACQUIRE PHOENIX INTERNATIONAL
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October 25, 2000
REFERENCE TO PHOENIX'S PROXY STATEMENT RELATED TO ITS ANNUAL MEETING OF
SHAREHOLDERS HELD ON MAY 5, 2000. THE INFORMATION WILL ALSO BE CONTAINED IN THE
DEFINITIVE PROXY STATEMENT THAT PHOENIX WILL FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT RELATING TO THE
SOLICITATION WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION.
MATERIALS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE AVAILABLE
ELECTRONICALLY, WITHOUT CHARGE, AT AN INTERNET SITE MAINTAINED BY THE
SECURITIES AND EXCHANGE COMMISSION. THE ADDRESS OF THAT SITE IS www.sec.gov. IN
ADDITION, THE PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE MAILED TO PHOENIX SHAREHOLDERS AND MAY BE OBTAINED WITHOUT CHARGE FROM
PHOENIX UPON REQUEST.
Based in the United Kingdom, London Bridge is a global leader in
providing customer-centric financial software that includes mortgage lending,
customer relationship management and credit risk management solutions. London
Bridge had over $60 million in revenue last year, more than 60 percent of which
originates in the U.S. U.S. clients include Chase Manhattan, Ford Motor Credit,
BankAmerica, BankBoston, G.E. Capital, Wachovia Bank and Citigroup.
International clients include Royal Bank of Scotland, Bank of Scotland,
Lloyds/TSB Bank and National Australia Bank. Worldwide, the company has more
than 400 clients, 450 employees, and offices in London, Atlanta, Orlando, San
Francisco, Irvine, Charlotte, Denver, Stratford (UK) and Singapore.
Bahram Yusefzadeh, Chairman and Chief Executive Officer of Phoenix
International said:
"This transaction will bring value and stability to the Phoenix
organization. With a market cap of around $1.5 billion, London Bridge will be
able to provide the global infrastructure and financial resources necessary to
expand the Phoenix vision and position the Phoenix System as the preeminent
client/server, Internet enabled core banking solution in the world. London
Bridge initially came to us as a technology partner because they saw the
inherent value of our product and how it would complement and broaden their own
product offerings. The completion of this transaction will provide the sound
financial backing necessary to take our products, our clients and our employees
to the next level of growth and success. London Bridge's business acumen,
combined with their focus on delivering customer-focused, leading-edge
technology and services for financial organizations throughout the world, will
provide the base necessary for the long-term viability and success of the
Phoenix System. This is excellent news for our clients, our employees and for
the entire financial services industry which is seeking advanced banking
technology."
Gordon Crawford, Chairman of London Bridge Software Holdings plc.,
said:
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LONDON BRIDGE TO ACQUIRE PHOENIX INTERNATIONAL
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October 25, 2000
"We are delighted to enter into this agreement with Phoenix. The
completion of this transaction will allow us to greatly extend the products and
services we can offer our customers. We believe that the Phoenix System is the
most advanced client/server Internet-enabled core banking solution available
today and we intend to expand upon the vision begun by the Phoenix management
team in 1993. Our decision to acquire the organization was based on a shared
technology vision, the strength and growing maturity of the product, an
impressive, dedicated staff, and a strong, well-established client base. The
need for customer centricity and integrated Internet capability in modern
banking systems will only increase over the next decade as new entrants want
comprehensive solutions without having to employ large IT departments and
existing banks work hard in a more competitive environment to improve their
systems while attacking their cost bases. Together with our Vectus and Debt
Manager solutions, on completion of this transaction, we will be the only
supplier in the world with a complete customer centric retail banking solution
which runs on low cost client/server technology and comes fully Internet
enabled.
We are now uniquely positioned to provide a fully integrated
front-to-back core banking solution, as well as a global network of support
services, for financial institutions of all sizes who are seeking superior
technology to help them compete more effectively and efficiently."
Phoenix today also filed with the U.S. Securities and Exchange
Commission an amended 1999 annual report on Form 10-K which, among other
things, includes audited restated financial statements for 1997, 1998, and
1999. Generally, the effect of the restated financial statements is to defer
revenues into future periods and to offset revenues against development costs
in certain instances, resulting in lower revenues and additional losses during
1997, 1998, and 1999. For related reasons, Phoenix also amended its Form 10-Q
report for the quarter ended March 31, 2000 and filed its Form 10-Q report for
the quarter ended June 30, 2000, which had been delayed pending completion of
the restatement of the 1997, 1998, and 1999 financial statements. Phoenix's
auditors have previously issued unqualified opinions with respect to Phoenix's
previously filed financial statements for the years ended December 31, 1999,
1998 and 1997.
Additionally, today Phoenix entered into an agreement in principle to
settle the consolidated securities class action litigation with a settlement
class comprising shareholders who acquired Phoenix stock during the period
between May 5, 1997 and August 22, 2000. The settlement of this action, which
was filed on November 23, 1999, provides for Phoenix to pay $4,225,000 million
in cash to the putative shareholder class. Phoenix General Counsel C. Russell
Pickering stated that "Phoenix and the other defendants have not admitted any
wrongdoing or liability. However, we believe that this settlement is in the
best interests of Phoenix and its shareholders, and allows us to focus on our
business and the pending transaction with London Bridge." The settlement is
subject to certain customary conditions, notice to the proposed settlement
class and preliminary and final court approval.
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About Phoenix International
Phoenix International Ltd., Inc., headquartered in Orlando, Florida,
is a leading provider of integrated software applications for the financial
services industry worldwide. The company's
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LONDON BRIDGE TO ACQUIRE PHOENIX INTERNATIONAL
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October 25, 2000
products include the Phoenix System, a fully integrated client/server retail
banking system that includes customer relationship information management,
on-line customer profitability analysis, financial reporting and an executive
information management system. Phoenix also offers fully integrated teller,
trade finance, and Internet banking modules, as well as Intranet and web site
applications and services. Phoenix also offers its system on an outsourced
basis through its application service centers.
About London Bridge Group
Based in London, with offices in Atlanta, Orlando, San Francisco,
Charlotte, Denver, Irvine, Stratford(UK) and Singapore, London Bridge Software
Holdings plc specializes in the development of customer relationship management
(CRM) mortgage lending and credit management software and services. Its North
American division sells and supports the company's full line of software
products for the U.S. market. London Bridge Software Holdings plc is listed on
the London Stock Exchange with a market capitalization of more than $1.5
billion.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements
include all statements that are not statements of historical fact and relate to
the intent, belief, plans or expectations of Phoenix and London Bridge, their
management, and their customers. Words like "plans," "intends," "believes,"
"signifies," "estimates," "anticipate," "will , "expect " and words of similar
meaning are intended to identify forward-looking statements. Actual results may
vary significantly from the forward-looking statements. Among the key risks,
assumptions and factors are (i) whether the transaction with London Bridge will
be completed, (ii) whether the market will accept new products and services
offered by Phoenix now and in the future, including those to be offered through
Phoenix's data centers; (ii) whether Phoenix can attract new customers and the
timing of customer contracts; (iii) Phoenix's ability to expand and leverage
its sales force, marketing alliances and other distribution channels; (iv)
fluctuations in Phoenix's quarterly and annual results of operations; (v) the
impact of negative publicity on Phoenix and its operations; (vi) competition;
(vii) Phoenix's ability to become profitable and manage its cash flow; and
other factors that are discussed in detail in Phoenix's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K/A
and the Risk Factors section in Phoenix's Registration Statement on Form S-1
(Registration No. 333-31415), as declared effective by the Securities and
Exchange Commission on August 13, 1997.
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