SunGard is to spin off its availability services business to stockholders through a tax-free distribution of shares. The spin-off is expected to be completed by the end of the first quarter of 2005, subject to customary conditions including the receipt of a favourable ruling from the Internal Revenue Service or an acceptable tax opinion.
“This is great news for our stockholders, customers and employees,” says Cristobal Conde, SunGard’s president and chief executive officer. “We are pursuing a strategic separation of SunGard into two financially strong, independent companies so that each can better focus on its distinct type of business and better pursue its own growth opportunities. Our software and processing business generated 60% of full-year 2003 revenue, and our availability services business generated the other 40%, so each business has significant size and scope. Each also has industry leadership positions, global operations, strong customer relationships, experienced management and specialized professional workforces. We are confident that our stockholders, customers and employees will be better served by the separation of these two businesses into more focused, autonomous companies.”
SunGard Availability Services, which will retain the SunGard name and brand, has more than 2,000 people and 3 million square feet of facilities in 60 locations serving 10,000 customers. For full-year 2003, it had revenue of $1.2 billion and operating income of $340 million (excluding corporate expenses and merger costs). The company provides managed hosting, storage, information security, records management, disaster recovery, contingency planning software, and consulting. SunGrad says that, as an independent company, the business will leverage its global resources and pursue strategic opportunities.
SunGard’s outlook for 2004 diluted net income per share remains unchanged in the range of $1.37 to $1.42. This outlook assumes a continuation of current demand. Because the timing and magnitude of merger costs are unpredictable, this outlook also assumes no merger-related items in 2004 and excludes both the gain from the recently completed sale of SunGard’s Brut ECN and the expenses related to the planned spin-off.
SunGard expects growth in internal revenue (revenue from businesses owned for at least one year) in both its software and processing business and its availability services business to modestly improve in the second half of 2004 and to be in the low to middle single digits for the full year 2005. The separation of the businesses is expected to have a positive impact on internal revenue growth at each business over time.
“Our two businesses were brought together in the leveraged buy-out that created SunGard in 1983,” continues Conde. “While they have thrived together, they have remained quite discrete with separate sales forces, different types of customers, distinct strategies and limited operating overlap. Our software and processing business provides a broad range of integrated software and processing solutions primarily to two verticals, financial services and higher education, while our availability services business provides a comprehensive continuum of information availability services to IT-dependent enterprises across all industries. After the spin-off, each company will be better able to pursue growth strategies that are tailored to its business segments, which have distinct drivers, dynamics and opportunities. As independent companies, each will also have more freedom to explore and expand strategic alliances, and each company’s management will be more closely aligned with its stockholders in terms of performance, risk and reward.”
SunGard’s software and processing business employs more than 10,000 people and serves more than 15,000 customers in more than 50 countries, including the world’s 50 largest financial services companies. In 2003, this business had revenue of $1.8 billion and operating income of $324 million (excluding corporate expenses and merger costs).
SunGard says that, after the planned spin-off, the company will be better able to pursue opportunities and alliances in its core financial services and higher education markets, to allocate its resources more effectively on deepening customer relationships, and to focus more aggressively on product development and integration.
As a standalone company, SunGard’s software and processing business expects to be more agile and proactive, enabling it to better support customers as they address transformations in their own industry sectors.
Conde also announced that, once the transaction is completed, James C. Simmons, currently group chief executive officer of SunGard Availability Services, will become president and chief executive officer of the spun-off company. “Jim is a proven, highly effective operating executive, as demonstrated by his ability to deliver strong results,” says Conde. “He has an experienced team that will continue to strive to meet our customers’ stringent availability demands.”
Simmons says he is looking forward to heading an independent company. “As the pioneer and long-standing experts in our business, we will start from a position of considerable strength and be able to manage and allocate resources to better serve our customers,” he says. “We are well positioned to capitalize on our industry leadership and consistent, long-term operating performance.”
The spin-off will not result in a reduction in workforce at either business. Out of a total of approximately 13,000 SunGard employees, only about one hundred have job functions that span the two businesses, and they will be offered positions at one of the two companies.
James L. Mann, chairman of the board of directors of SunGard, says the timing is right to separate the two businesses. “The board is confident that our stockholders, customers and employees will be better served by the separation of these two businesses into more focused, autonomous companies,” he says. “The market will be able to put an appropriate value on each company, and stockholders will be able to make separate investment decisions about each.”
Mann will become chairman of the board of directors of the spun-off company, while remaining a director of SunGard for a transitional period. Several other board members of SunGard will join the board of the spun-off company, but there will be little overlap between the two boards.
When the spin-off is completed, Michael J. Ruane, currently chief financial officer of SunGard, will become chief financial officer of the spun-off company. Ruane has been with SunGard for 20 years and has been chief financial officer since 1994. Succeeding Ruane will be Andrew P. Bronstein, currently vice president and controller of SunGard. Bronstein has been SunGard’s controller since 1992 and for seven years before that was an audit manager with Coopers & Lybrand L.L.P. where he served as senior manager on SunGard’s account and as director of the firm’s Philadelphia high technology group.
SunGard’s principal advisors for the spin-off are Credit Suisse First Boston and Shearman & Sterling LLP.