SS&C Technologies Holdings, Inc. (NasdaqGS:SSNC) made a non-binding indicative proposal to acquire GBST Holdings Limited (ASX:GBT) for approximately AUD 220 million on July 1, 2019. SS&C Technologies Holdings, Inc. will acquire all of the shares of GBST Holdings Limited at a price of AUD 3.25 per share by way of a scheme of arrangement. On July 2, 2019, GBST Holdings Limited received a revised non-binding indicative proposal at a cash price of AUD 3.60 per share from SS&C Technologies, Inc. SS&C Technologies Holdings, Inc. and GBST Holdings Limited have also entered into certain exclusivity arrangement to grant SS&C Technologies Holdings, Inc. four weeks to complete its due diligence from the time information is substantially provided to SS&C Technologies Holdings, Inc. The transaction is subject to consummation and satisfaction of due diligence by SS&C Technologies Holdings, Inc. on GBST Holdings Limited and entering into mutually acceptable transaction documentation (including a scheme implementation agreement), all required regulatory approvals being obtained, as well as other usual scheme conditions including court and shareholder approval, and will not be subject to any financing condition.

If following completion of SS&C's due diligence activities the parties enter into a binding scheme implementation agreement on terms consistent with the proposal, then the GBST Board intends to unanimously recommend the proposal to shareholders. As of July 3, 2019, If following completion of SS&C's due diligence activities the parties enter into a binding scheme implementation agreement on terms consistent with the updated proposal, GBST Board intends to unanimously recommend the updated proposal to shareholders in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the updated proposal is in the best interests of GBST shareholders. Leonard Kreynin of Davis Polk & Wardwell LLP acted as legal advisor to SS&C Technologies Holdings, Inc.