FactSet Research Systems (NYSE:FDS), a leading provider of integrated financial information and analytical applications to the global investment community, today announced that it has completed its acquisition of a copy of the Thomson Fundamentals database and related assets pursuant to the agreement reached with Thomson Reuters (NYSE:TRI) on April 22, 2008.
This sale was made by Thomson Reuters ("Thomson") to meet certain regulatory requirements of the European Commission and U.S. Department of Justice in connection with Thomson's acquisition of Reuters, which closed on April 17, 2008, and was approved by both agencies under those requirements.
The sale included copies of the Thomson Fundamental database, source documents, collection software, documentation and collection training materials. Thomson retains full ownership of the original fundamentals database and associated intellectual property. Thomson Fundamentals will continue as a product on the FactSet platform. Eight key employees connected with the database and related assets have accepted employment offers to join FactSet immediately.
FactSet paid cash consideration of $63 million for a copy of Thomson Fundamentals database and related assets, daily database updates over the next 18 months and approximately $1 million of annual revenues transferred to FactSet. Cash consideration may be adjusted based on final revenues transferred when the client consent period ends on August 12, 2008. Total cash consideration to be paid by FactSet should range between $68 million and $73 million. This range assumes annual revenues transferred of $2 million to $3 million.
FactSet also entered into a Transition Services Agreement ("TSA") with Thomson. Under the TSA, Thomson will provide services for the next 18 months, including daily updates to FactSet's fundamental database. The daily updates will be provided on the same schedule and with the same timeliness, content and quality as the updates FactSet receives for Thomson Fundamentals today. The TSA also outlines consulting and support services Thomson will provide to FactSet in order to ensure a complete understanding of the structure, content and data collection processes required to deliver a production version of the database by the end of the transition period. The cost of the TSA is approximately $9 million, of which a significant portion is consideration for the daily database updates and will be expensed ratably over the next 18 months.
FactSet anticipates that this transaction will be dilutive to earnings per share ("EPS") until the 18 month transition period concludes, after which the transaction is expected to be accretive.
- In the fourth quarter of fiscal 2008, EPS dilution should be approximately $0.02 per share.
- EPS dilution for each fiscal quarter in fiscal 2009 should be approximately $0.04 per share or $0.16 for the full 2009 fiscal year. A primary expense driver is the cost of the TSA from Thomson. The quarterly costs of transition services on a pre-tax basis should approximate $1.6 million or $6.5 million for the full 2009 fiscal year. These costs are eliminated at the end of the 18 month transition period.
- The transaction is expected to be accretive to EPS in fiscal 2010.