Cleary Gottlieb is representing Citibank N.A. in its $1.45 billion cash acquisition of The BISYS Group, Inc., a leading provider of outsourcing services for hedge funds, mutual funds, insurance companies and retirement plans. BISYS shareholders will receive $12.00 per share, consisting of $11.85 to be paid by Citibank and a special dividend of $0.15. Citibank concurrently agreed to sell BISYS’s insurance and retirement services divisions to a J.C. Flowers & Co. affiliate for an undisclosed sum.