[February 13, 2017] |
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Deluxe Corporation Signs Definitive Agreement to Acquire RDM Corporation of Canada
Deluxe Corporation (DLX, NYSE) announced today that, through a wholly
owned subsidiary, it has entered into a definitive agreement to acquire
100 percent of the stock of RDM Corporation (RC, TSX) of Canada for
approximately $70 million US in cash, net of estimated cash to be
acquired. The closing of the transaction is subject to customary
conditions in Canada, including court approval, regulatory approval and
the approval of RDM's shareholders. The purchase price would be financed
by using cash on hand and Deluxe's existing credit facility. On closing,
RDM will become part of the growing suite of Treasury Management
Solutions offered by Deluxe.
RDM Corporation is a provider of remote deposit capture software and
digital imaging solutions for financial institutions and corporate
clients. Founded in 1987 in Waterloo, Ontario, RDM is publicly traded on
the Toronto Stock Exchange and primarily does business in the United
States.
RDM's Board of Directors has unanimously approved of the acquisition and
will recommend to RDM's shareholders that they vote in favor of the
acquisition. Pursuant to the agreement, directors, officers, and several
other investors, collectively holding approximately 14 percent of RDM's
common shares, have already agreed to support the transaction and each
has entered into a support agreement to vote their common shares in
favor of the transaction. Closing of the transaction is expected to
occur by the end of March 2017.
For more than 100 years, Deluxe Corporation has been a leading provider
of products and services to financial institutions and small businesses.
Deluxe has approximately 5,600 financial institution customers that rely
on it for industry-leading programs in checks, data-driven marketing,
treasury management and digital engagement solutions. Deluxe acquired
WAUSAU Financial Systems in 2014, FISC in 2015 and Data Support Systems
in 2016 building on a commitment to serve commercial financial
institutions through treasury management solutions.
RDM customers include four of the top 10 banks in the US market and 31
percent of the top 100 Fortune 500 companies. RDM provides a robust
suite of payments remittance processing and digital imaging software,
scanner hardware and professional services.
About Deluxe
Deluxe Corp. is a growth engine for small businesses and financial
institutions. Nearly 4.4 million small business customers access
Deluxe's wide range of products and services, including customized
checks and forms, as well as website development and hosting, email
marketing, social media, search engine optimization and logo design. For
our approximately 5,600 financial institution customers, Deluxe offers
industry-leading programs in checks, data driven marketing, treasury
management and digital engagement solutions. Deluxe is also a leading
provider of checks and accessories sold directly to consumers. For more
information, visit us at www.deluxe.com,
www.facebook.com/deluxecorp
or www.twitter.com/deluxecorp.
About RDM
RDM Corporation provides large financial institutions with Remote
Deposit Capture (RDC) solutions designed to help their clients simplify
the way they do business. Working with clients for over 25 years, RDM
provides both software and hardware solutions including web-based and
mobile RDC, and manufactures a multiple range of digital imaging
scanners. Four of the top ten financial institutions in the United
States use RDM's payment processing solutions. RDM serves 31 percent of
the top 100 Fortune 500 companies including brokerage firms, big-box
retailers, healthcare and insurance providers, and government entities.
RDM processes over $600 billion in payments annually and helps financial
institutions increase revenue, expand market share and improve customer
service for over 80,000 end users. Visit www.rdmcorp.com
to learn more.
Forward-Looking Statements
Certain statements contained in this communication, including statements
about the pending acquisition of RDM, its effects, and the Company's
outlook, constitute "forward-looking statements."
Forward-looking statements can usually be identified by the use of words
such as "aim," "anticipate," "believe," "continue," "could," "estimate,"
"evolve," "expect," "forecast," "intend," "looking ahead," "may,"
"opinion," "plan," "possible," "potential," "project," "should," "will"
and other expressions which indicate future results, events or trends.
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 risk that
the acquisition will not be consummated within the expected time period
or at all; the acquisition may involve unexpected costs, liabilities or
delays; Deluxe may be unable to achieve expected synergies and operating
efficiencies from the acquisition within the expected time frames or at
all; the integration of RDM into Deluxe's business may be unsuccessful,
or more difficult, time consuming or costly than expected; revenues
following the acquisition may be lower than expected; operating costs,
customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers,
clients or suppliers) may be greater than expected following the
acquisition; uncertainties surrounding the acquisition; the impact that
a deterioration or prolonged softness in the economy may have on demand
for the Company's products and services; the inherent unreliability of
earnings, revenue and cash flow predictions due to numerous factors,
many of which are beyond the Company's control; declining demand for the
Company's check and check-related products and services due to
increasing use of other payment methods; intense competition in the
check printing business continued consolidation of financial
institutions and/or additional bank failures, thereby reducing the
number of potential customers and referral sources and increasing
downward pressure on the Company's revenue and gross profit; risks that
the Small Business Services segment strategies to increase its pace of
new customer acquisition and average annual sales to existing customers,
while at the same time maintaining its operating margins, are delayed or
unsuccessful; risks that the Company's recent acquisitions do not
produce the anticipated results or revenue synergies; risks that the
Company's cost reduction initiatives will be delayed or unsuccessful;
performance shortfalls by one or more of the Company's major suppliers,
licensors or service providers; unanticipated delays, costs and expenses
in the development and marketing of products and services, including web
services and financial technology solutions; the failure of such
products and services to deliver the expected revenues and other
financial targets; risks of unfavorable outcomes and the costs to defend
litigation and other disputes; and the impact of governmental laws and
regulations.
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-K for the year ended
December 31, 2015.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170213005547/en/
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