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Harland Clarke Holdings Corp. Commences Tender Offer for All Outstanding Shares of Valassis

Tuesday, January 07, 2014

Press release from the issuing company

Editors Note:  Don't miss yesterday's feature article: Harland Clarke and Valassis: There’s a Real Strategy in Play

SAN ANTONIO & LIVONIA, Mich. - Harland Clarke Holdings Corp., a leading provider of best-in-class integrated payment solutions and marketing services, and Valassis, 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 theSecurities 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 vci@dfking.com.

The tender offer and any associated withdrawal rights will expire at 11:59 p.m., New York City Time, onFebruary 3, 2014, unless extended or earlier terminated.

BofA Merrill Lynch is serving as lead financial advisor, The Raine Group is serving as financial advisor andWachtell, 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. Morganis 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.

About Harland Clarke Holdings Corp.

Harland Clarke Holdings Corp. delivers to multiple industries a robust portfolio of products and services designed to optimize customer relationships and generate revenue. Its business units have long been recognized as leading providers of best-in-class payment solutions, marketing services, data capture, and analytics delivered through multiple channels, including online, digital print technology, mobile, and phone.Harland Clarke Holdings' portfolio offers retail products, high-value transactional print and electronic documentation, security solutions, and business intelligence. Its skills in capturing, managing, analyzing, and delivering data measurement and assessment information, through both print and digital channels, support decision-making and improved outcomes for organizations worldwide. Harland Clarke Holdingsserves the financial, insurance and investment services industries, as well as education, big-box retailing, accounting software, commercial, government, and franchising. Its clients, including more than 8,500 financial institutions, range in size from major corporate brands and trade associations, to state and local governments, small businesses and individual consumers. Harland Clarke Holdings Corp. is a wholly owned subsidiary of MacAndrews & Forbes Holdings Inc.

About Valassis

Valassis (NYSE: VCI) is a leader in intelligent media delivery, providing over 15,000 advertisers proven and innovative media solutions to influence consumers wherever they plan, shop, buy and share. By integrating online and offline data combined with powerful insights, Valassis precisely targets its clients’ most valuable shoppers, offering unparalleled reach and scale. Valassis subsidiaries include Brand.net, a Valassis Digital Company, and NCH Marketing Services, Inc. RedPlum® is its consumer brand. Its signature Have You Seen Me?® program delivers hope to missing children and their families. For insights on intelligent media delivery, visit www.valassis.com and follow Valassis on Twitter at @ValassisVCI.


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