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EXHIBIT 16
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London Bridge Software Holdings PLC: Phoenix International Ltd., Inc.:
Jon Lee Bahram Yusefzadeh
Chief Operating Officer Chairman and Chief Executive Officer
0207 403 1333 001 407 548 5100
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LONDON BRIDGE SOFTWARE HOLDINGS PLC AGREES TO CONDITIONALLY ACQUIRE THE ASSETS
OF PHOENIX INTERNATIONAL LTD., INC.
LONDON - October 25, 2000 - London Bridge Software Holdings PLC
("LBSH") announces that is has signed an asset purchase agreement to acquire
substantially all of the assets and selected liabilities of Phoenix
International Ltd., Inc. ("Phoenix"), developer of a leading client/server
customer-centric core banking software solution.
The purchase price will be a maximum of $45.5 million in cash, which
will be adjusted for changes in cash related balance sheet items between 25
October 2000 and closing. Twenty five per cent. of the purchase price will be
placed in escrow on the closing date to indemnify LBSH for any claims that it
may have against Phoenix under the terms of the agreement.
LBSH will fund the purchase price from the (pound)51.9 million raised
in its share placing earlier in October. This total amount raised includes
additional funds required to provide the working capital to restore Phoenix to
financial stability and profitability.
LBSH already owns 9.16 per cent. of Phoenix's common stock. As part of this
agreement, following the recommendation from the Phoenix Board, LBSH has
agreement from two of Phoenix's major shareholders to vote for this transaction,
together accounting for an additional 23.5 per cent.
Additionally, LBSH has entered into a loan agreement with Phoenix to
provide Phoenix with up to $10 million to cover their potential funding
requirements to closing. LBSH has also entered into a reseller agreement with
Phoenix to allow LBSH to sell the Phoenix software solutions prior to closing.
Based in Florida, Phoenix is a leading provider of integrated software
applications for the financial services industry worldwide. The company's
products include the Phoenix System, a fully integrated, internet enabled,
client/server customer centric core 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 though its application service centres (ASC). Phoenix has over 100 US
small to medium sized banks as clients and a substantial base of international
clients.
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Gordon Crawford, Chairman of London Bridge Software Holdings plc.,
said: "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 customer centric internet enabled core banking
solution available today. 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 whilst 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.
We believe that the new addition to our operation will be profitable
during our next financial year and increase our revenue growth considerably
going forward. The acquisition therefore represents excellent value for our
shareholders given the additional cross selling opportunities and the strategic
fit with our existing product range."
Bahram Yusefzadeh, Chairman and Chief Executive Officer of Phoenix
said: "This transaction will bring enormous value and stability to the Phoenix
organization. With a market cap of around (pound)1 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."
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The completion of this transaction is still dependent of the final
settlement of the class action lawsuit, although agreement in principle has been
reached. Also today, Phoenix filed its restated audited financial statements
with the US Securities and Exchange Commission.
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