Combination Will Significantly Expand Software Business, Extend Leadership in Payment Solutions to Financial IndustryATLANTA and DALLAS, Jan 02, 2007 /PRNewswire-FirstCall via COMTEX News Network/ -- CheckFree Corporation
(Nasdaq: CKFR) today announced it has entered into a definitive agreement to
purchase Carreker Corporation (Nasdaq: CANI), significantly expanding its
software business and consulting expertise, and broadening its leadership in
offering payment solutions to the financial industry. Under the terms of the
agreement, CheckFree will acquire all of the outstanding shares of Carreker
common stock at a price of $8.05 per share, for a total purchase price of
approximately $206 million on a fully diluted basis.
Through this acquisition, CheckFree will expand its presence in payments
processing to play a leading role in providing processing and risk management
capabilities for ACH, check and cash. It will also become a leading provider
of solutions and expert consultancy for the convergence of check and
electronic payments.
Carreker, headquartered in Dallas, Texas, is a leading provider of
payments technology and consulting services for the financial services
industry. The company has more than 250 clients in the United States, United
Kingdom, Ireland, Continental Europe, South America, and Australia. It
reported revenues of $116.6 million in fiscal 2005, which ended January 31,
2006.
CheckFree and Carreker will help drive innovation in the industry using a
number of solutions synergies. Carreker complements CheckFree's solutions in
delivering fraud management, risk mitigation and operational excellence with a
substantial potential return on investment in new technology. In addition to
each company's recognized expertise in large-scale system projects and
payments application development, the combined company will also be able to
leverage Carreker's world-class payments consulting services and revenue
enhancement advisory services.
"This combination will enable financial institutions and corporations to
address a range of challenges, from payments convergence and more complex
client requirements, to the need for operational efficiency gains and
regulatory compliance," said Pete Kight, CheckFree Chairman and Chief
Executive Officer. "In addition, the newly expanded Software unit will have
the necessary economies of scale to innovate and support the dramatic
transformations underway in financial services."
"This proposed acquisition is the positive outcome of the strategic
alternatives review process that has been underway at Carreker for the past
year," said John D. (Denny) Carreker, Carreker Chairman and Chief Executive
Officer. "Combining our businesses will maximize value for Carreker
shareholders while creating a leader in payments processing and risk
management capabilities in ACH, check and cash."
The proposed acquisition combines CheckFree's leadership in payments
processing with Carreker's expertise in check conversion -- the ability to
capture and process a digital image of a paper check. As a result, the
combined organization will be able to convert paper checks into electronic
items at the earliest possible points in the payments process -- whether at
the bank branch, corporate back office or lockbox. Having one provider for
these and other capabilities will provide strong value to financial
institutions and corporate customers.
The transaction also reaffirms CheckFree's commitment to global growth as
it significantly deepens CheckFree's relationships with the world's largest
financial institutions and further expands CheckFree's global presence into
new geographic regions. Together, the combined organization will also serve
substantially all of the top 100 U.S. banks, creating additional opportunity
for CheckFree's existing solutions.
The proposed acquisition is subject to regulatory review, Carreker
shareholder approval, and other customary closing conditions, and is expected
to close by March 31, 2007. CheckFree will finance the transaction with a
combination of existing cash balances and revolving debt, although there are
no financing contingencies in the merger agreement. The transaction is
expected to be modestly dilutive to CheckFree's underlying earnings per share
in the current fiscal year (ending June 30, 2007) and in fiscal 2008, and
dilutive to GAAP earnings per share in each of 2007 and 2008. The company
plans to share specific financial details when the transaction closes.
About Carreker (www.carreker.com)
Carreker Corporation improves earnings for financial institutions around
the world. The Company's integrated consulting and software solutions are
designed to increase clients' revenues and reduce their expenses, while
improving security and increasing the value of their customer relationships.
Carreker provides products and services to more than 250 clients in the United
States, Canada, the United Kingdom, Ireland, continental Europe, Australia,
New Zealand, South Africa, South America, Mexico, and the Caribbean. Clients
include the full range of community, regional and large banks, among them more
than 75 of the largest 100 banks in the United States. Headquartered in
Dallas, Texas since 1978, Carreker Corporation has offices in London and
Sydney.
About CheckFree (www.checkfreecorp.com)
Founded in 1981, CheckFree Corporation (Nasdaq: CKFR) provides financial
electronic commerce services and products to organizations around the world.
CheckFree Electronic Commerce solutions enable thousands of financial services
providers and billers to offer the convenience of receiving and paying their
household bills online, via phone in person through retail outlets. CheckFree
Investment Services provides a broad range of investment management solutions
and outsourced services to thousands of financial services organizations,
which manage about $1.5 trillion in assets. CheckFree Software develops,
markets and supports payment processing solutions that are used by financial
institutions to process more than two-thirds of the 14 billion Automated
Clearing House transactions in the United States, and supports reconciliation,
exception management, risk management, transaction process management,
corporate actions processing and compliance within thousands of organizations
worldwide.
Use of Non-GAAP Financial Information
CheckFree supplements its reporting of total revenues, income (loss) from
operations, net income (loss) and earnings (loss) per share information
determined in accordance with GAAP by using "underlying revenue," "underlying
income (loss) from operations," "underlying net income (loss)" and "underlying
earnings (loss) per share." Management believes that certain non-cash
adjustments to revenues or expenses enhance its evaluation of CheckFree's
performance, and are not pertinent to day-to-day operational decision making
in the business. Therefore, CheckFree excludes these items from GAAP revenue,
income (loss) from operations, net income (loss) and earnings (loss) per share
in calculating underlying revenue, underlying income (loss) from operations,
underlying net income (loss) and underlying earnings (loss) per share.
Examples of such non-cash charges may include, but not be limited to,
intangible asset amortization expense and in-process research and development
costs associated with acquisitions, charges associated with the impairment of
intangible assets, the impact of discontinued operations, charges resulting
from warrants issued to third parties, and charges associated with
reorganization activities, all offset by the cumulative tax impact of these
charges. CheckFree excludes these items in order to more clearly focus on the
factors it believes are pertinent to the daily management of its operations,
and its management uses underlying results to evaluate the impact of
operational business decisions. CheckFree regularly reports underlying results
to its Chairman and Chief Executive Officer and Chief Operating Officer,
CheckFree's chief operating decision makers, who use this information in
allocating resources to the various business units. Additionally, as CheckFree
rewards its management for their decisions that increase revenues and decrease
controllable costs, CheckFree uses underlying revenues and underlying income
(loss) from operations as factors in determining short-term incentive
compensation for management, and uses underlying revenues, underlying net
income (loss) and underlying earnings (loss) per share as factors in
determining long-term incentive compensation for management.
Because CheckFree utilizes underlying financial results in the management
of its business and to determine incentive compensation for management,
CheckFree believes this supplemental information is useful to investors for
their independent evaluation and understanding of the performance of
CheckFree's management and its core business performance. CheckFree's
underlying revenues, underlying income (loss) from operations, underlying net
income (loss) and underlying earnings (loss) per share should be considered in
addition to, and not as a substitute for, revenues, income (loss) from
operations, net income (loss) or earnings (loss) per share or any other amount
determined in accordance with GAAP. CheckFree's measures of underlying
revenues, underlying income (loss) from operations, underlying net income
(loss) and underlying earnings (loss) per share reflect management's judgment
of particular items, and may not be comparable to similarly titled measures
reported by other companies.
Additional Information and Where to Find It
In connection with the proposed merger, Carreker will be filing a proxy
statement and relevant documents concerning the transaction with the
Securities and Exchange Commission. Investors and security holders of Carreker
are urged to read the proxy statement and other relevant documents filed with
the SEC when they become available, because they will contain important
information. Investors and security holders may obtain free copies of the
proxy statement and other documents when they become available by contacting
Carreker Investor Relations through the Carreker website at www.carreker.com,
or by mail at Carreker Investor Relations, 4055 Valley View Lane, #1000,
Dallas, Texas 75244, or by telephone at 972-458-1981. In addition, documents
filed with the SEC by Carreker are available free of charge at the Securities
and Exchange Commission's website at http://www.sec.gov.
Carreker 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 the stockholders of Carreker in connection with the proposed
transaction. Information concerning the special interests of these directors,
executive officers and other members of Carreker's management and employees in
the proposed transaction will be included in the proxy statement of Carreker
described above. Information regarding Carreker's directors and executive
officers is also available in its Annual Report on Form 10-K for the fiscal
year ended January 31, 2006, and in its proxy statement for its 2006 Annual
Meeting of Stockholders. These documents are available free of charge at the
SEC's website at www.sec.gov and from Investor Relations at Carreker as
described above.
Forward-Looking Statements
This communication contains forward-looking statements that are made
pursuant to the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995, particularly those statements regarding the effects of the
proposed merger and those preceded by, followed by or that otherwise include
the words "believes," "expects," "anticipates," "intends," "estimates," or
similar expressions. Forward-looking statements relating to expectations about
future results or events are based upon information available as of today's
date, and there is no assumed obligation to update any of these statements.
The forward-looking statements are not guarantees of future performance, and
actual results may vary materially from the results and expectations
discussed. For instance, although Carreker and CheckFree have signed an
agreement for a subsidiary of CheckFree to merge with and into Carreker, there
is no assurance that they will complete the proposed merger. The merger
agreement will terminate if the companies do not receive necessary approval of
Carreker's stockholders or government approvals or if either Carreker or
CheckFree fail to satisfy other conditions to closing. Other risks and
uncertainties to which the companies are subject are discussed in the
companies' reports filed with the Securities and Exchange Commission (the
"SEC") under the caption Risk Factors and elsewhere, including, without
limitation, CheckFree's Annual Report on Form 10-K for the year ended June 30,
2006 (filed September 8, 2006) and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006 (filed November 8, 2006), and Carreker's
Annual Report on Form 10-K for the year ended January 31, 2006 (filed May 2,
2006) and subsequent Quarterly Reports on Form 10-Q. Copies of CheckFree's and
Carreker's filings with the SEC can be obtained on their websites, or at the
SEC's website at www.sec.gov. One or more of these factors have affected, and
could affect CheckFree's and Carreker's business and financial results in
future periods, and could cause actual results and issues related to the
merger transaction to differ materially from plans and projections. Any
forward-looking statement is qualified by reference to these risks,
uncertainties and factors. Forward-looking statements speak only as of the
date of the documents in which they are made. These risks, uncertainties and
factors are not exclusive, and CheckFree and Carreker undertake no obligation
to publicly update or review any forward-looking statements to reflect events
or circumstances that may arise after the date of this release, except as
required by law.
SOURCE CheckFree Corporation
media, Judy Derango Wicks
+1-678-375-1595
jdwicks@checkfree.com
or investors, Tina
Moore
+1-678-375-1278
tmoore@checkfree.com
both of CheckFree Corporation
or
media, Dennis Watson
+1-972-371-1587
dwatson@carreker.com
or investors, Gary
Samberson
+1-972-371-1590
gsamberson@carreker.com
both of Carreker Corporation