- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
28 Novembre 2011 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities and Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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M & F Worldwide Corp.
(Name of Registrant as Specified in Its Charter)
(N/A)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed as shown below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies: common stock of
the Company, par value $0.01 per share.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing registration statement number, or the Form or Schedule and date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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The
following press release was distributed on November 28, 2011
M & F Worldwide Announces Special Meeting of Stockholders to Consider
Acquisition by MacAndrews & Forbes Holdings Inc.
(New York, New York, November 28, 2011) M & F Worldwide Corp. (NYSE: MFW) (MFW)
has called a special meeting of its stockholders for December 21, 2011 to consider and vote upon
the proposal to adopt the previously announced merger agreement under which a subsidiary of
MacAndrews & Forbes Holdings Inc. (MacAndrews & Forbes) will be merged with MFW and all
outstanding shares of MFW common stock not owned by MacAndrews & Forbes will be converted into the
right to receive $25 in cash per share. MacAndrews & Forbes currently owns approximately 43% of the
outstanding shares of MFW common stock.
MFW stockholders of record at the close of business on November 14, 2011, will be entitled to
notice of the special meeting and to vote on the proposal. A proxy statement relating to the
special meeting was mailed to MFW stockholders on or about November 21, 2011. The special meeting
will be held at 10:00 a.m. Eastern Time, at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times
Square, New York, NY 10036.
Additional Information and Where to Find It
This press release is neither a solicitation of a proxy nor an offer to purchase or a
solicitation of an offer to sell shares of MFW common stock, and is not a substitute for any proxy
statement or other filing that has been or may be made with the SEC in connection with the
transaction. In connection with the transaction, MFW has filed a definitive proxy statement and
other relevant materials with the SEC, and MFW and certain other persons, including MacAndrews &
Forbes, have filed a Schedule 13E-3 transaction statement with the SEC. MFW stockholders are
strongly advised to read such materials because they contain important information about the
transaction. These documents are available at no charge on the SECs website at
www.sec.gov
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MFW and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its stockholders in connection
with the transaction. Information regarding the interests of participants in the solicitation,
which may be different than those of MFWs stockholders generally, is included in the definitive
proxy statement relating to the transaction.
Cautionary Statement
Statements in this press release that represent intentions, plans, expectations or beliefs,
including with respect to the timing and completion of the merger, are forward-looking statements
within the meaning of the federal securities laws. MFW cautions against placing undue reliance on
such statements, as they involve risks and uncertainties, many of which are beyond MFWs control,
that could cause actual events to differ materially from the events described in this press
release, including risks or uncertainties related to whether the conditions to the merger will be
satisfied and the absence of events that could give rise to the termination of the merger
agreement, as well as other factors described in the proxy statement and other filings made with
the SEC in connection with the transaction.
Any forward-looking statements speak only as of the date of this press release and MFW does
not undertake any obligation to publicly revise any such statements to reflect events or
circumstances that arise after the date of this press release.
About M & F Worldwide Corp.
MFW has four business segments, which are operated by its subsidiaries Harland Clarke, Harland
Financial Solutions, Scantron and Mafco Worldwide. Harland Clarke is a provider of checks and
related products, direct marketing services and customized business and home office products.
Harland Financial Solutions provides technology products and related services to financial
institutions. Scantron is a provider of data management solutions and related services to
educational, healthcare, commercial and governmental entities worldwide including testing and
assessment solutions, patient information collection and tracking, and survey services. Mafco
Worldwide produces licorice products for sale to the tobacco, food, pharmaceutical and
confectionery industries.
2
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