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Transactions

February 2005
Mississauga, Ontario
has been acquired by
Windsor, Connecticut


Background

Financial Models Company (FMC); a publicly traded company based in Canada (TOC: FMC), develops software for investment managers. The Company has more than 200 clients and subsidiaries in the United States, Australia and Europe. In late 2004, FMC entered into discussions to be acquired by a publicly traded European financial IT firm. Ultimately, Mr. Stamos D. Katotakis, FMC's co-founder, CEO, and largest shareholder, was not convinced that the indicated value was adequate (about $120 million). His co-founder and another large shareowner disagreed.

On December 8th, 2004, pursuant to an agreement among the Company's three largest shareowners, the other two large shareowners formally offered to sell their shares to Mr. Katotakis at C$12.20/share - the price that the European suitor was willing to pay. Katotakis had 21 days (over Christmas) to raise the capital to buy out his two partners - or go along with the other deal.

On December 13th Mr. Katotakis engaged Marlin & Associates. On December 29th 2004, the last day of his window, Mr. Katotakis was able to announce that he was accepting the "selling notices" from his two partners, and was offering to take FMC private. ABRY Partners, LLC of Boston, committed to providing the $92 million required to purchase the shares not already owned by Katotakis.

The story did not end there. On Jan 20th the European firm increased its offer to C$14.76 / share. Soon after, SS&C Technologies, a US financial-software company, offered C$17.70 (US$14.28) $145 million. Ultimately, On February 26, 2005 SS&C was able to announce that it had reached agreement to acquire FMC for about US$160 million.



M&A Role

M&A was proud with the role it played - first helping the CEO raise US $92 million in less than three weeks - and ultimately in the role we played helping the shareholders of FMC materially increase the purchase price for the firm.

Press

Financial models is acquired by SS&C Technologies

February 25, 2005

SS&C Technologies Agrees to Make Offer for Financial Models Company Inc.

SS&C Technologies Agrees to Make Offer for Financial Models Company Inc.

Toronto, February 25, 2005... Financial Models Company Inc. (TSX:FMC), a leading provider of technology solutions and services to the investment world, today announced that SS&C Technologies, Inc. of Windsor, Connecticut has agreed to make an all-cash offer to FMC shareholders to acquire all of the issued and outstanding common shares and class C shares of FMC at a price of $17.70 per share in cash.

The FMC Board of Directors has withdrawn its previously announced recommendation in favour of the offer made by Linedata Services S.A. and recommends that shareholders tender their shares to SS&C’s offer. The FMC Board of Directors has unanimously approved FMC entering into an acquisition agreement with SS&C. The acquisition agreement requires, among other things, that SS&C make its offer to all FMC shareholders as soon as practicable but in any event prior to March 9, 2005. Completion of the offer is conditional upon more than 50% of the FMC shares being tendered as well as other customary conditions, including receipt of all necessary regulatory approvals. The transaction is expected to close in April, 2005.

Dr. William R. Waters, BNY Capital Corporation, Triax Growth Fund Inc., Van Berkom and Associates Inc., Stamos Katotakis and two companies controlled by Mr. Katotakis (1068221 Ontario Inc. and 1427036 Ontario Inc.) have entered into lock-up agreements with SS&C pursuant to which they have agreed to tender an aggregate of approximately 10.133 million FMC shares to SS&C’s offer, representing approximately 91.8% of the outstanding shares.

FMC also announced today that it has terminated its acquisition agreement with Linedata Services S.A. Similarly, Dr. William R. Waters, BNY Capital Corporation, Triax Growth Fund Inc. and Van Berkom and Associates Inc. have advised FMC that they have terminated their lock-up agreements with Linedata. As a result of the termination of the acquisition agreement by FMC, Linedata is entitled to be paid $6 million dollars by FMC, subject to the terms of the acquisition agreement.

Pursuant to the acquisition agreement entered into with SS&C, FMC has agreed that it will not solicit third parties in respect of alternative acquisition proposals. The Board of Directors of FMC has reserved the right to respond to unsolicited bona fide written proposals made by third parties that the Board of Directors determines, after consultation with its legal and financial advisors, would provide consideration per FMC share of greater value than the consideration offered under SS&C’s offer. The acquisition agreement also provides that FMC will be required to pay SS&C a fee of $6 million if the acquisition agreement is terminated in certain circumstances.

Shareholders who have tendered their FMC shares to the offers made by Linedata or Mr. Katotakis but who wish to tender their shares to the SS&C offer should carefully review the provisions of those offers that describe the rights of withdrawal. For additional information, shareholders who have tendered to the Linedata offer can contact Computershare Investor Services Inc. at 1-800-564-6253 and shareholders who tendered to Mr. Katotakis’ offer can contact CIBC Mellon Trust Company at 1-800-387-0825.

About Financial Models Company Inc.

Established in 1976, Financial Models Company Inc. is a global leader in delivering advanced technology solutions to the investment management community. FMC products and services are available either as "best of breed" solutions or as an integrated suite. From its headquarters in Toronto, and subsidiaries in the United States, Australia and Europe, FMC supports over 500 clients managing in excess of Cdn $3 trillion. FMC is a publicly traded company on the Toronto Stock Exchange (Symbol: FMC).

About Marlin & Associates

Marlin & Associates (M&A) advised FMC's CEO and largest individual shareholder. 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 DC.

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