M & F Worldwide Corp. Announces Completion of the Acquisition
2005-12-15 17:00 (New York)
of Clarke American, Strategic Partner to Financial Institutions
NEW YORK, Dec. 15 - PRNewswire-FirstCall - M & F Worldwide Corp.
(NYSE: MFW) today announced that it has completed the acquisition of Novar USA
Inc., the parent company of the businesses operated by Clarke American and
related companies, including Checks in the Mail, B2Direct, and Alcott Routon. M & F Worldwide announced on October 31, 2005 that it had entered into a stock
purchase agreement to acquire Clarke American and its related businesses from
Honeywell International Inc. Under the terms of the stock purchase agreement,
M & F Worldwide has acquired all of the stock of Novar USA Inc. for $800
million in cash. The acquisition was funded with a combination of
cash-on-hand and new borrowings which include a new Clarke American $480
million senior secured credit facility and $175 million principal amount of
newly-issued Clarke American 11 3/4% senior notes due 2013. Clarke American
senior executives have entered into multi-year employment agreements in
connection with the acquisition.
Clarke American is a strategic partner to over 3,200 financial
institutions and offers them a wide array of comprehensive marketing services
and products. Clarke American provides checks, check-related products and
extensive servicing to financial institution customers, and also offers to its
financial institution partners the ability to assist their customers in a
variety of bank-related transactions. With Alcott Routon, Clarke American
provides financial institutions with direct marketing programs based on
analytics and predictive modeling. Checks in the Mail supplies checks and
other financial documents directly to over 3.7 million consumers, and B2Direct
offers customized business kits and treasury management services to
businesses.
The acquisition is expected to be accretive to M & F Worldwide's earnings.
Clarke American businesses generated over $600 million in revenues in 2004 and
over $624 million in revenues for the 12 months ended September 30, 2005.
Commenting on the announcement, the President and CEO of Clarke American,
Chuck Dawson, stated, "We at Clarke American are happy that the acquisition
has been successfully completed and are enthusiastic about working with our
new parent company well into the future. We believe that our proven
leadership team working in conjunction with M & F Worldwide's management will
greatly enhance our ability to provide the highest quality products, marketing
and service offerings to financial institutions."
M & F Worldwide Corp. is a holding company that, in addition to Clarke
American, wholly owns Mafco Worldwide Corporation, which is the world's
largest producer of licorice extracts and related products.
This press release contains forward-looking statements, within the meaning
of the Private Securities Litigation Reform Act of 1995, which involve risks
and uncertainties. M & F Worldwide's actual results may differ materially
from those discussed in such forward-looking statements. In addition to
factors described in M & F Worldwide's Securities and Exchange Commission
filings and others (including in the Risk Factors set forth in the Current
Report on Form 8-K of M & F Worldwide filed with the Securities and Exchange
Commission on November 28, 2005), the following factors could cause M & F
Worldwide's actual results to differ materially from those expressed in any
forward-looking statements made by M & F Worldwide: (a) economic, climatic or
political conditions in countries in which M & F Worldwide sources licorice
root; (b) economic, climatic or political conditions that have an impact on
the worldwide tobacco industry or on the consumption of tobacco products in
which licorice products are used; (c) additional governmental regulation of
tobacco products, tobacco industry litigation or enactment of new or increased
taxes on cigarettes or other tobacco products, to the extent any of the
foregoing curtail growth in or actually reduce consumption of tobacco products
in which licorice products are used; (d) the failure of third parties to make
full and timely payment to M & F Worldwide for environmental, asbestos, tax
and other matters for which M & F Worldwide is entitled to indemnification;
(e) any inability to obtain indemnification for any significant group of
asbestos-related claims pending against M & F Worldwide; (f) lower than
expected cash flow from operations; (g) significant increases in interest
rates; (h) the acquisition described above not being accretive to M & F
Worldwide's earnings, otherwise not being successful from a financial point of
view, including, without limitation, due to any difficulties with Clarke
American servicing its debt obligations, check industry declines, financial
institution consolidation or loss of key customers; and (i) unfavorable
foreign currency fluctuations. M & F Worldwide assumes no responsibility to
update the forward-looking statements contained in this release.
SOURCE M & F Worldwide Corp.
CONTACT:
Christine Taylor of M & F Worldwide Corp., 212-572-5988, ctaylor@mafgrp.com,
or Debbie Talley of Clarke American, 210-697-1228,
Debbie_Talley@clarkeamerican.com
-0- Dec/15/2005 22:00 GMT
