0001181431-13-027485.txt : 20130513 0001181431-13-027485.hdr.sgml : 20130513 20130513215836 ACCESSION NUMBER: 0001181431-13-027485 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130501 FILED AS OF DATE: 20130513 DATE AS OF CHANGE: 20130513 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EBIX INC CENTRAL INDEX KEY: 0000814549 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770021975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 3200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-281-2020 MAIL ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 3200 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: EBIX COM INC DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: DELPHI INFORMATION SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RENNES FONDATION CENTRAL INDEX KEY: 0001094515 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15946 FILM NUMBER: 13839127 BUSINESS ADDRESS: STREET 1: AEULESTRASSE 38 STREET 2: 9490 VADUZ CITY: PRINCIPALITY OF LIECHTENSTEIN STATE: N2 ZIP: FL-9490 BUSINESS PHONE: 41 44 208 25 25 MAIL ADDRESS: STREET 1: AEULESTRASSE 38 STREET 2: 9490 VADUZ CITY: PRINCIPALITY OF LIECHTENSTEIN STATE: N2 ZIP: FL-9490 FORMER NAME: FORMER CONFORMED NAME: RENNES FOUNDATION DATE OF NAME CHANGE: 19990907 3 1 rrd379751.xml FORM 3 X0206 3 2013-05-01 0 0000814549 EBIX INC EBIX 0001094515 RENNES FONDATION AEULESTRASSE 38 9490 VADUZ PRINCIPALITY OF LIECHTENSTEIN N2 FL-9490 LIECHTENSTEIN 0 0 1 0 Common Stock 3570473 D On May 1, 2013, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Exchange Parent Corp., a Delaware corporation ("Parent"), and Exchange Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"), and all of the outstanding shares of the Issuer's Common Stock (other than shares (i) held by the Issuer as treasury stock, (ii) owned by Parent, Merger Sub or any subsidiary of the Issuer, and the Rollover Shares (as defined below) or (iii) held by stockholders who have demanded appraisal for such shares in accordance with Delaware law), will convert into the right to receive $20.00 per share in cash, without interest. In connection with the Merger Agreement, Mr. Robin Raina, the Issuer's Chief Executive Officer, and the Robin Raina Foundation (collectively, the "Raina Investors") entered into an Investment Letter Agreement dated May 1, 2013 (the "Investment Letter Agreement") with Parent pursuant to which, on the terms and subject to the conditions set forth therein, the Raina Investors will invest proceeds received by them in the Merger in Parent's immediate parent, an offshore partnership to be created prior to the closing of the transactions contemplated by the Merger Agreement ("Parent Holdco"), or Parent, in exchange for a capital interest in Parent Holdco or Parent. In connection with the Merger Agreement, the Reporting entered into a Rollover Letter Agreement dated May 1, 2013 (the "Rollover Agreement") pursuant to which the Reporting Person will exchange, at the effective time of the Merger, 3,000,000 shares of Issuer Common Stock it holds (the "Rollover Shares") for a capital interest in Parent Holdco or Parent (the "Rollover"). The Raina Investors and the Reporting Person (together, the "Rollover Stockholders") collectively currently own approximately 19% of the Issuer's outstanding shares. After the Merger is completed, Mr. Raina will indirectly retain an ownership interest of approximately 29% of the Issuer, and the Reporting Person will indirectly retain an ownership interest of approximately 15% of the Issuer. Also in connection with the Merger, each of the Rollover Stockholders entered into a voting agreement dated May 1, 2013 with Parent (collectively, the "Voting Agreements") pursuant to which the Rollover Stockholders agreed, among other things, to: (1) vote all shares of Common Stock that are either currently owned or will be owned by such persons ("Voting Agreement Shares") in favor of the Merger and against any alternative business combination transaction, and (2) grant an irrevocable proxy in favor of Parent to vote and exercise all voting rights with respect to the matters described above. The Voting Agreements also contain restrictions on the ability of the Rollover Stockholders to transfer their shares of Common Stock during the term of the Voting Agreements. The Voting Agreements terminate upon termination of the Merger Agreement. As a result of the Merger Agreement, the Rollover Agreement, the Investment Letter Agreement and the Voting Agreements, the Reporting Person may be deemed to beneficially own more than 10% of the outstanding shares of Common Stock of the Issuer (by reason of being a member of a "group" within the meaning of Section 13(d) of the Securities Exchange Act if 1934, as amended (the "Act")). This Form 3 shall not be deemed an admission that the Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 3. Rolf Herter, Director 2013-05-13