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Transactions

July 2010
has acquired
from
Wayne, Pennsylvania


Background

On October 15, 2010, SWIFT completed its acquisition of the Ambit Messaging Hub business from SunGard and created a wholly owned SWIFT subsidiary, Arkelis N.V.  This new SWIFT subsidiary will be managed from within, but be separate from the rest of SWIFT  The management and staff of AMH were transferred from SunGard to Arkelis, which will be led by Hans Cobben, CEO, who joined Arkelis from SunGard as part of the transaction.  Arkelis is based in Mechelen, Belgium, with offices in Frankfurt and Zurich.  The unit’s focus is to provide a leading-edge, single integration platform primarily for high-volume messaging customers in the financial services industry.  The AMH solution will be marketed by SWIFT as AMH (“Advanced Messaging Hub”).



Overview

Ambit Messaging Hub (“AMH”) is a modular, multi-network, high-volume financial messaging software solution.  It was developed by SunGard Data Systems (“SunGard”) in Europe and Israel for use by European banks and corporations.  Conversations at the operating level between SWIFT and SunGard personnel had led SWIFT to believe that SunGard could be willing to sell this business to SWIFT.  These conversations also led SWIFT to believe that there could be significant synergies between AMH and SWIFT and that SWIFT would be a good home for the product line.  However, SWIFT had no recent experience making acquisitions.  They asked M&A to advise them as they reviewed the opportunity, conducted and managed due diligence reviews, and sought resolution for potential deal-related issues.  (This was the second time that M&A advised SWIFT.  In 2007, after considerable due diligence, M&A advised SWIFT to not acquire a different European-based firm.)

In conversations with SunGard it became clear that, while SunGard was willing to discuss the sale of AMH, there were several areas of complexity.  Some of these were on the SWIFT side, as they grappled with how to manage a separate, advanced-technology software business and how to accommodate a separate similar offering within the current SWIFT product umbrella.  Some issues were related to AMH’s technology, elements of which are shared with several of SunGard’s other products.  There also were potential issues related to customers, products and non-competition agreements al relating to the fact that AMH was designed as new technology to which customers of SunGard’s older ‘Mint’ technology would migrate.  There also were issues related to AMH support people – some of whom are based in Europe and others in Israel - and there were issues related to the fact that sale of the Israeli based intellectual property assets required government approvals.

M&A worked with SWIFT and SunGard as the parties sought to resolve these issues.

M&A Role

Marlin & Associates was exclusive financial and strategic advisor to SWIFT.  M&A helped SWIFT conduct a thorough review of AMH’s business and financial results and worked with SWIFT to assess AMH’s strategic fit.  Ultimately, M&A helped SWIFT acquire 100% of AMH’s assets.

Press

SWIFT Acquires Ambit Messaging Hub from SUNGARD

July 19, 2010

19 July, 2010 — SWIFT (Society for Worldwide Interbank Financial Telecommunication) and SunGard announced the planned acquisition by SWIFT of the assets of SunGard’s Ambit Messaging Hub (AMH) solution for high-volume financial messaging. The transaction, which is subject to a number of closing conditions that are expected to be fulfilled by the end of the quarter, strengthens the relationship between the two companies as SunGard’s AvantGard Ecosystem Communication Hub (Echos) for corporate-to-bank messaging is based on the AMH technology. The transaction, the terms of which were not disclosed, is not expected to have a material impact on SunGard’s results.

The acquisition extends SWIFT’s connectivity portfolio as Ambit Messaging Hub is a modular, multi-network, high-volume financial messaging solution that can be tailored to an individual customer’s needs with associated services. The solution will be marketed by SWIFT as AMH (Advanced Messaging Hub). SWIFT is already firmly established as a recognised supplier of interfaces for low, medium and high volumes with its Alliance product suite. The Alliance portfolio will continue to be sold, enhanced, maintained and supported

SunGard will continue to support its MINT messaging solution, the predecessor solution to Ambit Messaging Hub. Customers using SunGard’s MINT solution for messaging will be able to work with SunGard and SWIFT to migrate to AMH.

The management and staff of SunGard’s Ambit Messaging Hub product line (approximately 20 employees) will transfer to a newly set-up SWIFT subsidiary as part of the deal and will be based in Mechelen (Belgium), Frankfurt (Germany) and Zurich (Switzerland). The subsidiary will be led by Hans Cobben, who has been heading the group within SunGard.

“We are delighted to welcome the AMH team into the SWIFT family - they have done a great job at building a business with real growth potential,” commented Lázaro Campos, CEO of SWIFT. “AMH is an excellent addition to our existing interface portfolio. It is also a demonstration of how SWIFT is evolving its strategy and business model, building on its core competencies and underpinned by the right technology solutions. It is consistent with our SWIFT2015 strategy and has the firm backing of the Board.”

Ken Dummitt, President of SunGard’s AvantGard business unit,said, “This agreement strengthens the relationship between SWIFT and SunGard. It brings together a combined network of more than 9,400 financial institutions and 2,500 corporations. For SunGard’s corporate customers, it means they will have a single point of connectivity to their bank partners via SunGard’s AvantGard Ecosystem Communication Hub (Echos), a messaging platform that shares the same underlying technology as SWIFT’s AMH. Moving forward, SunGard will focus on corporate-to-bank connectivity and corporate-to-corporate connectivity.” 

 

About SWIFT
SWIFT is a member-owned cooperative that provides the communications platform, products and services to connect to over 9,400 banking organisations, securities institutions and corporate customers in 209 countries. SWIFT enables its users to exchange automated, standardised financial information securely and reliably, thereby lowering costs, reducing operational risk and eliminating operational inefficiencies. SWIFT also brings the financial community together to work collaboratively to shape market practice, define standards and debate issues of mutual interest.

For more information, please refer to our website http://www.swift.com/

About SunGard's AvantGard
SunGard’s AvantGard is a leading liquidity management solution for corporations, insurance companies and the public sector. AvantGard provides chief financial officers and treasurers with real-time visibility into cash flows and increased operational controls around receivables, treasury and payments. AvantGard helps companies drive free cash flow and reduce inefficiencies across the EcoSystem of suppliers, buyers, banks and other trading partners.

For more information, visit http://www.sungard.com

About SunGard
SunGard is one of the world's leading software and technology services companies. SunGard has more than 20,000 employees and serves 25,000 customers in 70 countries. SunGard provides software and processing solutions for financial services, higher education and the public sector. SunGard also provides disaster recovery services, managed IT services, information availability consulting services and business continuity management software. With annual revenue exceeding $5 billion, SunGard is ranked 380 on the Fortune 500 and is the largest privately held business software and IT services company.

For more information, visit www.sungard.com

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