Deluxe to Acquire New England Business Service
17 5월 2004 - 9:00PM
PR Newswire (US)
Deluxe to Acquire New England Business Service Acquisition
Substantially Strengthens Deluxe in Small Business Segment; ST.
PAUL, Minn., May 17 /PRNewswire-FirstCall/ -- Deluxe Corporation
announced today that it has entered into a definitive agreement to
acquire New England Business Service, Inc. , a Groton, Mass.-based
leading provider of products and services to small businesses.
Under the terms of the agreement, Deluxe will pay $44.00 in cash
for each New England Business Service (NEBS) share and will assume
NEBS' outstanding debt, which is estimated to total approximately
$160 million at June 30, 2004. The acquisition is expected to close
within 60 days and be accretive to Deluxe's earnings and cash flow
for fiscal year 2005. It is expected to add between $.35 and $.45
in earnings per share and between $115 million and $130 million in
earnings before interest, taxes, depreciation and amortization to
Deluxe's 2005 financial performance. "The acquisition of NEBS
creates a tremendous opportunity to better serve the small business
segment," said Lawrence J. Mosner, chairman and chief executive
officer of Deluxe. "The combined companies will serve more than 6
million small business customers with a broad range of products and
services that address their everyday needs. As importantly, we are
confident that the acquisition will deliver terrific value to our
shareholders. By bringing these two companies together, we plan to
realize cost synergies exceeding $25 million annually beginning in
2005. These synergies will be realized through eliminating
redundancies, leveraging our shared services environment, and
enhancing productivity by implementing lean principles and sharing
best practices. In addition, we will introduce products across
channels, thereby enhancing our product and service offerings to
small businesses." Deluxe estimates that the combined company will
generate annual revenues of nearly $2 billion. The transaction will
be structured as a tender offer for NEBS shares. In accordance with
the terms of the agreement, not later than May 26, 2004, a wholly
owned subsidiary of Deluxe will offer to acquire all of the
outstanding shares of NEBS common stock at $44.00 per share in
cash. The tender offer will be subject to at least 67 percent of
the outstanding NEBS shares, on a fully diluted basis, being
validly tendered and not withdrawn. The tender offer will also be
subject to regulatory approvals and other customary conditions. Any
shares not acquired in the tender offer will be acquired at $44.00
per share in cash in a subsequent merger. Richard T. Riley,
president and chief executive officer of NEBS, said, "We are
pleased to be joining forces with Deluxe. Our two companies have
many similarities, including closely aligned company cultures and a
focus on helping small businesses manage, promote and grow their
business. Combining forces creates a strong national presence for
small business products and services, unparalleled in this industry
segment today. This will enable the combined business to compete
more effectively and grow more rapidly and profitably than they
could as separate companies." Goldman, Sachs & Co. acted as
financial advisor to Deluxe; Morgan Stanley acted as financial
advisor to NEBS. About Deluxe Corporation Deluxe Corporation
provides personal and business checks, business forms, labels,
personalized stamps, fraud prevention services and customer
retention programs to banks, credit unions, financial services
companies, consumers and small businesses. The Deluxe group of
businesses reaches clients and customers through a number of
distribution channels: the Internet, direct mail, the telephone and
a nationwide sales force. Since its beginning in 1915, Deluxe
Corporation has been instrumental in shaping the U.S. payments
industry. More information about Deluxe can be found at
http://www.deluxe.com/. About New England Business Service, Inc.
NEBS is a leading business-to-business company with approximately
3.1 million active small business customers in the United States,
Canada, the United Kingdom and France. It supplies a wide variety
of business products and services including checks, forms,
packaging supplies, embossed foil anniversary seals and other
printed material which are marketed through direct mail, telesales,
a direct sales force, dealers, dedicated distributors and the
Internet. NEBS also designs, embroiders and sells specialty apparel
products through distributors and independent sales representatives
to the promotional products/ advertising specialty industry,
primarily in the United States. More information about NEBS can be
found at http://www.nebs.com/. Conference Call Information Deluxe
will hold an open-access conference call today at 8:30 a.m. EDT
(7:30 a.m. CDT) and all interested persons may listen to the call
by dialing 612-326-1012. A replay of the call will be available on
Deluxe's web site at http://www.deluxe.com/ through May 24, 2004 or
by calling 320-365-3844 (access code 731609). Forward-looking
statements Statements made in this release concerning the Company's
or management's intentions, expectations, or predictions about
future results or events are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements reflect management's current expectations or
beliefs, and are subject to risks and uncertainties that could
cause actual results or events to vary from stated expectations,
which variations could be material and adverse. Factors that could
produce such a variation include, but are not limited to, the
following: the possible inability to complete the New England
Business Service, Inc. acquisition; the risks and uncertainties
associated with successfully integrating the two companies; the
ability to retain key personnel; the inherent unreliability of
earnings, revenue and cash flow predictions due to numerous
factors, many of which are beyond the Company's control;
developments in the demand for each companies' products and
services; relationships with major customers and suppliers;
unanticipated delays, costs and expenses inherent in the
development and marketing of new products and services; the impact
of governmental laws and regulations; and competitive factors. Our
forward-looking statements speak only as of the time made, and we
assume no obligation to publicly update any such statements.
Additional information concerning these and other factors that
could cause actual results and events to differ materially from the
Company's current expectations are contained in the Company's Form
10-Q for the period ending March 31, 2004. This announcement is
neither an offer to purchase nor a solicitation of an offer to sell
shares of New England Business Service, Inc. At the time the offer
is commenced, each New England Business Service, Inc. stockholder
will receive a written offer to purchase shares. That document will
contain important information and should be read carefully. Deluxe
Corporation will also file a tender offer statement with the
Securities and Exchange Commission. That statement will contain the
offer to purchase along with other important information. All
documents filed with the Securities and Exchange Commission can be
examined free of charge at its web site (http://www.sec.gov/) and
will also be made available free of charge from Deluxe Corporation.
DATASOURCE: Deluxe Corporation CONTACT: Stuart Alexander, Vice
President of Investor Relations, +1-651-483-7358, or Douglas J.
Treff, Senior Vice President, Chief Financial Officer,
+1-651-787-1587, both of Deluxe Corporation Web site:
http://www.deluxe.com/ http://www.nebs.com/
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