Brainpower N.V. Agrees to be Acquired by Bloomberg L.P.
Brainpower N.V. Agrees to be Acquired by Bloomberg L.P.
Brainpower's decision-support solutions for investment management professionals to add value for Bloomberg users
New York and Lugano Switzerland: Monday 10 April 2006 Brainpower N.V., (Deutsche Börse Prime Standard – "BPW"), provider of decision-support solutions for investment management professionals announced today that it has entered into an agreement to be acquired by Bloomberg L. P., the leading provider of data, analytics and news to the global financial markets.
Under the terms of the agreement, Bloomberg L. P. will tender to acquire all of Brainpower's outstanding shares of common stock for €1.88 per share in cash. This per-share price represents a premium of 20% to the price of Brainpower's shares as of the last closing price before announcement, a premium of 42% to Brainpower's volume weighted average XETRA trading price of €1.32 per share during the previous four weeks and a premium of 59% to Brainpower's volume weighted average XETRA trading price of €1.18 per share during the previous three months. The transaction will be financed through Bloomberg's. The tender offer is expected to be launched within 10-15 business days.
Brainpower's Management Board as well as its Supervisory Board have unanimously approved the transaction and have recommended acceptance of the tender offer by the Company's shareholders. Three members of the Company's Management Board, including its CEO, have sold their shares representing 50.67% of Brainpower's outstanding share capital, to Bloomberg under the same terms as under the tender offer. The tender offer will be conditional upon Bloomberg acquiring, as a result of the offer and the aforementioned purchase of shares from the management shareholders, 85% of Brainpower NV' s shares in issue at the end of the tender offer period, as well as the satisfaction of certain other closing conditions. The transaction is not subject to antitrust approval. Marlin & Associates New York LLC provided strategic and financial advice to Brainpower.Brainpower's proprietary technology and its unique value-added analytics and intelligent presentation products are designed to enable global investment management organizations to streamline their investment processes, become more collaborative and significantly improve the speed and effectiveness of their decision making.
"This acquisition supports Bloomberg's ongoing commitment to innovation and continual product enhancements, adding value for users of the BLOOMBERG PROFESSIONAL® service," said Tom Secunda of Bloomberg L.P. "The integration of Brainpower's proprietary technology with Bloomberg's powerful data and analytics will further broaden and deepen the BLOOMBERG PROFESSIONAL service for global investment managers."
Brainpower Founder and CEO Rocco Pellegrinelli said, "This acquisition represents a compelling value for our shareholders and a very exciting opportunity for our employees. Being part of Bloomberg will provide the financial strength, the world-class brand and the unrivalled market share to best leverage Brainpower's people and technology assets. We expect the acquisition to be extremely successful across the board, thanks to the very strong cultural fit of both organizations and our mutual commitment to technology innovation."
This press release is not an offer to purchase shares of Brainpower. The tender offer will be made only pursuant to a definitive offer document containing the terms and conditions of the tender offer.
Forward-looking Statements
This press release includes statements that are not historical in nature and that may be characterized as "forward-looking statements," including those related to the completion of the Transaction described herein. These statements are subject to a number of risks and uncertainties, including, but not limited to uncertainties surrounding the completion of the transaction. Brainpower and Bloomberg disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
About Brainpower N.V.
Founded in 1993, Brainpower is a leading provider of analytics software to the investment management community focused on delivering decision-relevant investment intelligence. The company has produced an impressive technology suite that enables institutional and private client asset managers to dramatically improve the speed and effectiveness of their decision-making, helping them address critical issues such as validating investment ideas, asset allocation, portfolio performance and risk measurement, and meeting an increasingly complex set of regulatory reporting requirements. Brainpower's advanced data management platform dramatically increases the value of core financial information content, while its flexible application development environment supports the rapid creation of sophisticated analytical applications covering the entire investment management process. Brainpower employed 62 full time people as at December 31st 2005.
The Company is registered in Amsterdam, the Netherlands, and operates from offices in Lugano, Switzerland (R&D headquarters) and Milan, Italy. Brainpower is listed in the Geregelter Markt of the Frankfurt Stock Exchange (Prime Standard) (BPW). For the Calendar Year ended 31 December 2005, Brainpower reported revenue of €7 million (US$8.4 million) and Net Loss of €1 million (US$1.3 million). For further information see www.brainpowerweb.com
About Bloomberg
Bloomberg is the leading global provider of data, news and analytics. The BLOOMBERG PROFESSIONAL® service and Bloomberg's media services provide real-time and archived financial and market data, pricing, trading, news and communications tools in a single, integrated package to corporations, news organizations, financial and legal professionals and individuals around the world. Bloomberg's media services include the global BLOOMBERG NEWS® service with more than 1,900 professionals in 125 bureaus worldwide; the BLOOMBERG TELEVISION® 24-hour business and financial network produced and distributed worldwide on ten separate channels in seven languages; and BLOOMBERG RADIOSM services which provide up-to-the-minute news on XM, Sirius and WorldSpace satellite radio around the world and on WBBR 1130AM in New York. In addition, Bloomberg publishes Bloomberg Markets® magazine and BLOOMBERG PRESS® books for investment professionals. For more information please visit http://www.bloomberg.com.
Marlin & Associates (M&A) initiated this transaction and acted as exclusive strategic and financial advisor to Brainpower N.V. M&A is a specialized investment banking advisory and consulting firm providing transaction advice and services to middle-market firms in the media, technology, information and business services sectors. The firm is based in New York City and Washington D.C.