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M & F Worldwide Corp. To Acquire John H. Harland Company

Friday, December 22, 2006

Press release from the issuing company

Dec. 20 -- M & F Worldwide Corp. and John H. Harland Company today jointly announced that they have entered into a definitive merger agreement for M & F Worldwide to acquire Harland for $52.75 per share in cash, representing an approximate transaction value of $1.7 billion. Upon the completion of the transaction, Harland will become a wholly owned subsidiary of M & F Worldwide. The merger is expected to close in the second half of 2007, subject to the satisfaction of customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and approval by the shareholders of Harland. M & F Worldwide expects to finance the acquisition with new borrowings and has received committed financing to complete the transaction. The transaction has been approved by the boards of both Harland and M & F Worldwide, and Harland's board has recommended that its shareholders approve the transaction. In the event of termination of the merger agreement, termination fees are payable by M & F Worldwide and Harland under certain circumstances. M & F Worldwide is the parent company of Clarke American, which is a strategic partner to over 3,200 financial institutions, offering its financial institution customers a wide array of comprehensive marketing services and products. Commenting on the announcement, Chairman and CEO of M & F Worldwide Howard Gittis stated, "This acquisition will combine the firms' complementary products and services to create a more effective and efficient strategic partner to financial institutions, and also bring to M & F Worldwide two unique assets -- Harland Financial Solutions and Scantron. This transaction is the right response to the increasing focus on customer acquisition and retention in the financial services industry and will greatly benefit our combined financial institution partners and their individual customers. M & F Worldwide, Clarke American and Harland have extensive experience in acquiring and integrating companies which will facilitate the realization of operational efficiencies." Clarke American and Harland will continue to have a commitment to their respective hometowns of San Antonio and Atlanta, including contributions to community and philanthropic organizations. The combined company is anticipated to have operations in over 20 states nationwide. "Combining the resources of Harland and Clarke American will provide significant value to customers and shareholders of both companies," said Timothy C. Tuff, chairman and CEO of Harland. "Financial institutions of all sizes will have a strategic partner that can provide a full suite of products and services designed to help them meet their business objectives." President and CEO of Clarke American, Chuck Dawson, said, "Bringing together the impressive offerings of Clarke American and Harland will benefit the combined company's financial institution partners and the end consumer in a number of ways. This will include an increased suite of direct marketing services, delivery and anti-fraud products, contact center services and software solutions. Clarke American and Harland together will have a strategy focused on quality of service, best in class processes and security measures. Harland and Clarke American are two companies that have consistently put their customers first in their respective long histories. This transaction reflects our continued goal of meeting the strategic needs of the financial services industry." Gleacher Partners LLC is providing the fairness opinion to M & F Worldwide's board and Skadden, Arps, Slate, Meagher & Flom LLP and Troutman Sanders LLP are serving as M & F Worldwide's legal advisors. Goldman, Sachs & Co. is serving as Harland's financial advisor and Cravath, Swaine & Moore LLP and King & Spalding LLP are serving as Harland's legal advisors.

 

 

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