NEW YORK, NY -- May 1, 2007 -- M & FWorldwide Corp. (NYSE: MFW) today announced that it has completed itspreviously announced acquisition of John H. Harland Company at a priceper share of Harland common stock of $52.75, representing anapproximate transaction value of $1.7 billion. Upon the completion ofthe transaction, Harland became a wholly owned subsidiary of ClarkeAmerican Corp., which is a wholly owned subsidiary of M & FWorldwide. In connection with the closing of the transaction, ClarkeAmerican's outstanding senior secured credit facility and Harland'soutstanding credit facility were repaid in full. In addition,approximately 99.9% of Clarke American's 11 3/4% senior notes due 2013were repaid. The acquisition and debt repayment were funded with newborrowings by Clarke American, consisting of a $1.8 billion seniorsecured term loan and an aggregate $615 million principal amount ofsenior notes due 2015, comprised of $310 million principal amount of 91/2% senior fixed rate notes and $305 million principal amount ofsenior floating rate notes bearing interest at LIBOR plus 4.75%.
Clarke American's check printing, contact center services and directmarketing capabilities are being combined with Harland's correspondingbusinesses. This combined business, contemplated to operate under thebrand name "Harland Clarke", will be led by Chuck Dawson, ClarkeAmerican's current President & Chief Executive Officer, withheadquarters in San Antonio, Texas. Scantron will be led by JeffHeggedahl, its new President & Chief Executive Officer. JohnO'Malley will continue to serve as the President & Chief ExecutiveOfficer of Harland Financial Solutions.
Clarke American Corp. is being renamed "Harland Clarke HoldingsCorp." and will be the holding company supporting the operations ofHarland Clarke, Harland Financial Solutions and Scantron. HarlandClarke Holdings Corp. will be headquartered at the existing Harlandcampus in Decatur, Georgia.
M & F Worldwide Corp. is a holding company that, in addition toClarke American and Harland, wholly owns Mafco Worldwide Corporation,which is the world's largest producer of licorice extracts and relatedproducts.
This press release contains forward-looking statements, within themeaning of the Private Securities Litigation Reform Act of 1995, whichinvolve risks and uncertainties. M & F Worldwide's actual resultsmay differ materially from those discussed in such forward-lookingstatements. In addition to factors described in M & F Worldwide'sSecurities and Exchange Commission filings and others, the followingfactors could cause M & F Worldwide's actual results to differmaterially from those expressed in any forward-looking statements madeby M & F Worldwide: (a) economic, climatic or political conditionsin countries in which Mafco Worldwide sources licorice root; (b)economic, regulatory or political conditions that have an impact on theworldwide tobacco industry or on the consumption of tobacco products inwhich licorice products are used; (c) the failure of third parties tomake full and timely payment to M & F Worldwide for environmental,asbestos, tax and other matters for which M & F Worldwide isentitled to indemnification; (d) the maturity of the principal industryin which Clarke American and Harland operate and trends in the papercheck industry, including a faster than anticipated decline in checkusage due to increasing use of alternative payment methods and otherfactors; (e) consolidation among financial institutions and otheradverse changes among the large clients on which Clarke American andHarland depend, resulting in decreased revenues; (f) the ability toretain Clarke American's and Harland's clients; (g) the ability toretain Clarke American's and Harland's key employees and management;(h) lower than expected cash flow from operations; (i) significantincreases in interest rates; (j) unfavorable foreign currencyfluctuations; (k) M & F Worldwide's substantial indebtedness; (l)variations in contemplated brand strategies, business locations,management positions and other business decisions after the closing ofthe acquisition; (m) our ability to implement any or all components ofour business strategy or realize all of our expected cost savings orsynergies from the Harland acquisition; and (n) the acquisition ofHarland otherwise not being successful from a financial point of view,including, without limitation, due to any difficulties with HarlandClarke Holdings Corp. servicing its debt obligations. M & FWorldwide assumes no responsibility to update the forward-lookingstatements contained in this release.
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CONTACT:
Christine Taylor
212-572-5988
ctaylor@mafgrp.com