Harland Clarke Holdings Corp., a leading provider of best-in-class integrated payment solutions and marketing services, and Valassis (NYSE: VCI), a leader in intelligent media delivery, today announced that Harland Clarke Holdings is commencing its tender offer for all outstanding shares of Valassis for $34.04 per share in cash. The tender offer is being made pursuant to the previously announced merger agreement dated December 17, 2013 between the companies.
The tender offer is subject to customary terms and conditions, including regulatory clearances and the tender of at least a majority of the outstanding shares of Valassis common stock. Upon completion of the tender offer, Harland Clarke Holdings will acquire all remaining Valassis shares through a short form merger at the tender offer price.
Harland Clarke Holdings and its wholly owned subsidiary V Acquisition Sub, Inc. filed today with the Securities and Exchange Commission (“SEC”) a Tender Offer Statement on Schedule TO, setting forth in detail the terms of the tender offer. In addition, Valassis filed today with the SEC a Statement on Schedule 14D-9, setting forth in detail, among other things, the unanimous recommendation of the Valassis Board of Directors that Valassis’ stockholders tender their shares in the offer.
Copies of these statements and other documents filed with the SEC are available at www.sec.gov or by contacting D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers – call collect) or Toll Free at (800) 488-8035 (stockholders and all others). D.F. King & Co., Inc. may also be contacted via Email at email@example.com.The tender offer and any associated withdrawal rights will expire at 11:59 p.m., New York City Time, on February 3, 2014, unless extended or earlier terminated. BofA Merrill Lynch is serving as lead financial advisor, The Raine Group is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Harland Clarke Holdings Corp. Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to Harland Clarke Holdings for the financing. J.P. Morgan is serving as financial advisor to Valassis and Kirkland & Ellis LLP and McDermott Will & Emery LLP are serving as legal advisors to Valassis for the transaction. Latham & Watkins LLP is serving as legal advisor to the financing sources for Harland Clarke Holdings on the transaction.