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Transactions

November 2019
Brisbane, Australia
has been acquired by
Edinburgh, UK


Background

GBST, the Brisbane, Australian-based, publicly traded company (ASX:GBST), provides retail and institutional software products including client accounting and securities transaction technology solutions for the wealth management and capital market industries worldwide.

In early 2019, GBST received an unsolicited, and unwanted, non-binding acquisition offer from its Australian-based publicly traded competitor Bravura (ASX:BVS).  GBST Management was not amused.  Further, the GBST board viewed the offer as insufficient. The company believed that it had been undervalued in the eyes of the public markets for some time.  GBST asked the local Australian branch of Deutsche Bank help them evaluate offers and manage the process in accordance with Australian regulations. They asked Marlin & Associates to assist in identifying alternative suitors willing to pay a higher price than Bravura and work with them to create a competitive bidding process.



Overview

M&A quickly organized a dedicated team to work closely with GBST management to identify and reach out to a select group of qualified industry participants and financial sponsors. Specifically, those that are active in the capital markets and wealth technology space that have the financial ability and demonstrated strategic interest in acquiring a firm like GBST. Among others, M&A spoke to Uk-Based FNZ Ltd.

A spirited bidding war ensued that included Connecticut-based SS&C Technologies (Nasdaq: SSNC), and on June 19, 2019, Bravura raised their initial offer from A$2.50 per share to A$2.72; and on June 27, 2019, raised it again to A$3.00, only to withdraw their offer, when SS&C offered A$3.25 per share (non-binding), which they later raised to A$3.60. FNZ then topped that bid with a binding offer of A$3.85 per share.  On July 26, 2019 our client GBST agreed to be acquired by FNZ in a transaction that valued GBST at approximately A$268 million (US$182 million), including approximately A$262 million in equity value - a premium of about 95% to GBST’s closing price on the day prior to Bravura’s initial non-binding proposal (and a 106+% premium to the 1-month VWAP as of then).

M&A Role

M&A served as financial advisor to GBST and its shareholders. We have known both GBST and FNZ for many years and are pleased to have played an important role in bringing these two market-leading capital market and wealth management technology firms together. 

M&A identified and conducted discussions with FNZ, facilitated information exchange, and eventually helped the company complete a transaction with a preferred partner that also delivered a satisfying result for GBST’s shareholders, employees, and management. The transaction closed on November 5, 2019 at a share price that was 54% above Bravura’s initial offer.

Rob DeDominicis, CEO of GBST said: “The team at Marlin & Associates helped us get the best value for our company.  They know the players and values of this industry at a level few can match. They guided us and brought multiple highly qualified buyers into the process - including FNZ, with whom we look forward to joining. We thank the Marlin & Associates team and look forward to working with them again in the future.”

Adrian Durham, Founder and CEO of FNZ said: “The Marlin & Associates team have spent nearly the last 20 years helping financial technology businesses with their various strategic and financial options. That depth of experience, combined with their substantial expertise in the capital markets and wealth management sector, made FNZ the right partner to help support GBST’s ongoing trajectory and vision. We thank the team at Marlin & Associates for helping us to make this very strategic acquisition a reality.”

Press

FNZ completes acquisition of GBST

November 06, 2019
 
 

FNZ COMPLETES ACQUISITION OF GBST

FNZ, the global platform as a service (PaaS) company, announces the completion of the acquisition of Australian listed financial technology company GBST

FNZ

Published by FNZ

 

SYDNEY, November 06, 2019 – FNZ, the global platform as a service (PaaS) company, announces the completion of the acquisition of Australian listed financial technology company GBST Holdings Ltd (“GBST”), a provider of specialist financial services technology to the capital market and wealth management sectors.

Adrian Durham, Group Chief Executive of FNZ said: “The acquisition of GBST marks the beginning of an exciting period of opportunity for both businesses. GBST has well established products, talented employees and deep relationships with major financial institutions globally. They are a strong strategic fit for FNZ, reinforcing our position as the leading B2B digital wealth management ‘platform as a service’ provider for financial institutions and their customers.”

FNZ is a global provider of “Platform-as-a-Service”, employing over 3,000 people to help transform the way financial institutions serve their wealth management customers. It partners with banks, insurers and asset managers to help consumers better achieve their financial goals and are responsible for more than $700 billion in assets under administration, held by around eight million customers of some of the world’s largest financial institutions.

Rob DeDominicis, CEO of GBST said: “On behalf of the GBST team, we are pleased to become part of the FNZ Group. GBST is a business that complements FNZ’s global offering and the combined business will reduce cost and complexity for financial institutions and consumers. We look forward to working with the FNZ team to expand our business and continue to offer global expertise to our clients in APAC and around the world.”

Tim Neville, FNZ’s APAC CEO said: “FNZ’s acquisition of GBST represents a significant milestone in our goal to expand our business into the attractive Asia Pacific market and to fundamentally shift an analogue approach to wealth management into an enhanced end to end digital customer proposition.”

“We look forward to working with the company to expand its product and service offering in both wealth management and capital markets through FNZ’s class-leading service and technology.”

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