SAN ANTONIO and AUSTIN, Texas, April
10, 2017 /PRNewswire/ -- Harland Clarke Holdings Corp.
("HCH"), a provider of best-in-class integrated payment solutions
and marketing services, today announced it has reached a definitive
agreement to acquire RetailMeNot, Inc. (NASDAQ:SALE), a leading
savings destination connecting consumers with retailers,
restaurants and brands, both online and in-store. Under the
agreement, Harland Clarke Holdings, a wholly owned subsidiary of
MacAndrews & Forbes Incorporated and owner of Valassis, a
leader in intelligent media delivery, providing unparalleled
consumer targeting insights on a large scale, will acquire all of
the outstanding shares of RetailMeNot Series 1 common stock for
$11.60 per share in cash.
![RetailMeNot, Inc. (PRNewsFoto/RetailMeNot, Inc.)](https://mma.prnewswire.com/media/359012/retailmenot__inc__logo.jpg)
By bringing together Valassis' unmatched quantity of genuine
valuable offers from its large, diversified client base with
RetailMeNot's premier digital audience distribution and brand, the
companies' combined offerings will become the consumer savings
destination of choice. This transaction significantly advances
RetailMeNot's goal of becoming a leading savings destination, and
is a natural step forward in the growth trajectory of the
company.
The combined companies will create an omni-channel media network
with tens of thousands of advertisers reaching hundreds of millions
of consumers around the world.
The purchase price represents a premium of approximately 50%
over the closing share price of RetailMeNot's common stock on
April 7, 2017 and a premium of
approximately 36% over the average closing share price for the 60
calendar days ended April 7,
2017. The transaction, which has been unanimously approved by
RetailMeNot's Board of Directors, has an equity value of
approximately $630 million.
"RetailMeNot provides a new global digital channel to distribute
our clients' offers that perfectly complements Valassis' current
digital, mobile, mail and other print networks. RetailMeNot's
capabilities span multiple platforms and channels including web,
mobile and app, delivering online coupons and sales, discounted
gift cards, and cash back offers, along with food, dining and
travel offers. The addition of RetailMeNot brings Valassis'
clients a new, vast and active consumer base explicitly seeking
deals, offers and savings. We are thrilled that we will be working
with RetailMeNot's outstanding Austin based team and look forward to
continuing to grow our business together," said Victor Nichols, CEO of HCH.
"This is an exciting and important milestone for RetailMeNot,"
said Cotter Cunningham, CEO & founder, RetailMeNot. "Not only
are we delivering an immediate and significant cash premium to our
stockholders, but we are also meaningfully advancing our goal of
becoming a leading savings destination for consumers. This
acquisition is a testament to the unwavering commitment and hard
work of our 500 plus dedicated employees. Having founded
RetailMeNot over seven years ago, I firmly believe that Valassis
not only shares our commitment to consumers and merchant partners,
but supports continued innovation in driving new solutions for
retailers and brands. I am confident in the future of RetailMeNot
in its partnership with Valassis and look forward to working
closely with the combined team to ensure together we become the
premier savings destination."
The transaction will be effected through a tender offer by a
wholly-owned subsidiary of HCH for all of the outstanding shares of
Series 1 common stock of RetailMeNot. Following the successful
completion of the tender offer, HCH will acquire all remaining
shares not tendered in the tender offer through a second-step
merger at the same price per share. The transaction is subject to
customary closing conditions, including receipt of certain
regulatory approvals and receipt of a majority of RetailMeNot's
issued and outstanding shares of Series 1 common stock in the
tender offer. The transaction is expected to close in the
second quarter of 2017. Upon completion of the transaction,
RetailMeNot will become a privately held company and RetailMeNot's
Series 1 common shares will no longer be listed on any public
market. In light of the transition, RetailMeNot will not provide
earnings guidance going forward.
LionTree Advisors is serving as lead financial advisor to
Harland Clarke Holdings, with Moelis & Company also serving as
financial advisor to Harland Clarke Holdings. Wachtell,
Lipton, Rosen & Katz is serving as legal advisor to Harland
Clarke Holdings. Cleary Gottlieb
Steen & Hamilton LLP is serving as legal advisor to
Harland Clarke Holdings for financing matters.
Qatalyst Partners is serving as financial advisor and DLA Piper
LLP (US) is serving as legal advisor to RetailMeNot in connection
with the transaction.
About RetailMeNot, Inc.
RetailMeNot, Inc. (http://www.retailmenot.com/corp/) is a
leading savings destination connecting consumers with retailers,
restaurants and brands, both online and in-store. The company
enables consumers across the globe to find hundreds of thousands of
digital offers to save money while they shop or dine out. During
the 12 months ended December 31,
2016, RetailMeNot, Inc. experienced over 650 million visits
to its websites. It also averaged 23.1 million mobile unique
visitors per month during the three months ended December 31, 2016. RetailMeNot, Inc. estimates
that approximately $4.4 billion in
retailer sales were attributable to consumer transactions from paid
digital offers in its marketplace in 2016, more than $600 million of which were attributable to its
in-store solution. The RetailMeNot, Inc. portfolio of websites and
mobile applications includes RetailMeNot.com in the United States; RetailMeNot.ca in
Canada; VoucherCodes.co.uk in the
United Kingdom; ma-reduc.com and
Poulpeo.com in France; and
GiftCardZen.com and Deals2Buy.com in North America. RetailMeNot, Inc. is listed on
the NASDAQ stock exchange under the ticker symbol "SALE."
About Harland Clarke Holdings
HCH is comprised of companies focused on optimizing client
relationships through multiple channels by enabling them to
acquire, retain and grow their customer base. Its major business
units, Valassis, Harland Clarke and
Scantron are recognized as leading providers of marketing services,
transaction solutions, education services and intelligent media
delivery that create millions of customer touch points annually for
their clients. Harland Clarke Holdings is a wholly owned subsidiary
of MacAndrews & Forbes Incorporated.
About Valassis
Valassis is a leader in intelligent media delivery, providing
over 58,000 clients with innovative media solutions to influence
consumers wherever they plan, shop, buy and share. By integrating
online and offline data combined with powerful insights, Valassis
precisely targets its clients' most valuable shoppers, offering
unparalleled reach and scale. NCH Marketing Services, Inc. and
Clipper Magazine are Valassis subsidiaries, and RedPlum® is its
consumer brand. Its signature Have You Seen Me?® program delivers
hope to missing children and their families. Valassis is a wholly
owned subsidiary of HCH.
About MacAndrews & Forbes Incorporated
MacAndrews & Forbes Incorporated owns and operates a diverse
array of businesses, tapping into the broad expertise of its
management team to support the delivery of best in class products
and services to end users and consumers all over the world.
MacAndrews & Forbes' businesses span a wide range of
industries, from global leaders in consumer marketing and payment
systems, cosmetics and digital entertainment, to biotechnology and
military equipment.
Contact Information
For RetailMeNot, Inc.:
Investor Contacts
J. Scott Di Valerio
sdivalerio@rmn.com
(206) 919-0825
Anne Bawden
abawden@rmn.com
(415) 200-8654
Media Contact
Michelle Skupin
mskupin@rmn.com
(808) 224-3215
For MacAndrews & Forbes Incorporated:
Media Contact
Josh Vlasto
jvlasto@mafgrp.com
212-572-5969
For Harland Clarke Holdings:
Media Contact
Debbie Serot
Debbie.serot@harlandclarke.com
(210) 697-6239
Forward-looking Statements
Statements in this document that are not strictly historical,
including statements regarding the proposed acquisition, the
expected timetable for completing the transaction, future financial
and operating results, benefits and synergies of the transaction,
future opportunities for the combined businesses and any other
statements regarding events or developments that we believe or
anticipate will or may occur in the future, may be
"forward-looking" statements within the meaning of the federal
securities laws, and involve a number of risks and uncertainties.
There are a number of important factors that could cause actual
events to differ materially from those suggested or indicated by
such forward-looking statements and you should not place undue
reliance on any such forward-looking statements. These factors
include risks and uncertainties related to, among other things:
general economic conditions and conditions affecting the industries
in which Harland Clarke, Valassis
and RetailMeNot operate; the uncertainty of regulatory approvals;
the parties' ability to satisfy the tender offer and merger
agreement conditions and consummate the transaction; the
availability of financing on attractive terms or at all; the
ability to realize anticipated growth; and RetailMeNot's
performance and maintenance of important business relationships.
Additional information regarding the factors that may cause actual
results to differ materially from these forward-looking statements
is available in RetailMeNot's SEC filings, including its Annual
Report on Form 10-K for the year ended December 31, 2016. The forward-looking statements
made herein speak only as of the date hereof and none of
Harland Clarke, Valassis or
RetailMeNot, or any of their respective affiliates, assumes any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events and
developments or otherwise, except as required by law.
Additional Information and Notice to Investors
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer for
the outstanding shares of RetailMeNot Series 1 common stock
described in this press release has not yet commenced. At the time
the planned offer is commenced a wholly-owned subsidiary of
Harland Clarke will file a tender
offer statement on Schedule TO with the Securities and Exchange
Commission and RetailMeNot will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the planned offer. THE
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. Those materials will be made
available to RetailMeNot security holders at no expense to them. In
addition, all of those materials (and all other offer documents
filed with the SEC) will be available at no charge on the SEC's
website: www.sec.gov.
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SOURCE RetailMeNot, Inc.