M & F Worldwide Corp. Granted Early Termination of HSR Waiting Period for Acquisition of John H. Harland Company
April 04 2007 - 5:26PM
PR Newswire (US)
NEW YORK and ATLANTA, April 4 /PRNewswire-FirstCall/ -- On April 4,
2007, M & F Worldwide Corp. (NYSE:MFW) and John H. Harland
Company (NYSE:JH) announced that the Department of Justice today
granted early termination of the waiting period applicable to the
merger of the companies under the Hart- Scott-Rodino Antitrust
Improvements Act of 1976. The two companies had previously
announced on December 20, 2006 that they had entered into a
definitive merger agreement for M & F Worldwide to acquire
Harland for $52.75 per share in cash. Upon the completion of the
transaction Harland will become a wholly-owned subsidiary of M
& F Worldwide. The transaction was approved by Harland's
shareholders on March 28, 2007. The parties now expect the
transaction to close during the second quarter of 2007. About M
& F Worldwide Corp. M & F Worldwide has two business lines,
which are operated by Mafco Worldwide and Clarke American Corp.
Mafco Worldwide's business is the production of licorice products
for sale to the tobacco, food, pharmaceutical and confectionery
industries. Clarke American's business provides direct marketing
services, customer contact solutions, and checks and check-related
products and services. About Harland Harland is a leading provider
of printed products and software and related services sold to the
financial institution market, including banks, credit unions,
thrifts, brokerage houses and financial software companies.
Harland's printed products operations are conducted through Harland
Printed Products which includes checks operations, direct marketing
and analytical services businesses and Harland's computer checks
and forms businesses. Its software operations are conducted through
Harland Financial Solutions which includes core processing, retail
and lending solutions as well as maintenance services to financial
and other institutions. Harland's Scantron division is a leading
provider of data collection and testing and assessment products
sold primarily to the educational, financial institution and
commercial markets. Note with respect to M & F Worldwide: This
press release contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995,
which involve risks and uncertainties. M & F Worldwide's actual
results may differ materially from those discussed in such
forward-looking statements. In addition to factors described in M
& F Worldwide's Securities and Exchange Commission filings and
others (including in the risk factors set forth in the Annual
Report on Form 10-K of M & F Worldwide filed with the
Securities and Exchange Commission on March 9, 2007), the following
factors could cause M & F Worldwide's actual results to differ
materially from those expressed in any forward-looking statements
made by M & F Worldwide: (a) economic, climatic or political
conditions in countries in which Mafco Worldwide sources licorice
root; (b) economic, regulatory or political conditions that have an
impact on the worldwide tobacco industry or on the consumption of
tobacco products in which licorice products are used; (c) the
failure of third parties to make full and timely payment to M &
F Worldwide for environmental, asbestos, tax and other matters for
which M & F Worldwide is entitled to indemnification; (d) the
maturity of the paper check industry, including a faster than
anticipated decline in check usage due to increasing use of
alternative payment methods and other factors; (e) consolidation
among financial institutions and other adverse changes among the
large clients on which Clarke American and Harland depend,
resulting in decreased revenues; (f) lower than expected cash flow
from operations; (g) significant increases in interest rates; (h)
unfavorable foreign currency fluctuations; (i) M & F
Worldwide's substantial indebtedness; and (j) the inability to
consummate the Merger and/or integration (including realization of
anticipated synergies) of Harland, and the related financing, at
all or in the manner anticipated by M & F Worldwide. M & F
Worldwide assumes no responsibility to update the forward- looking
statements contained in this release. Note with respect to Harland:
This press release contains statements, which may constitute
"forward- looking statements." These statements include statements
regarding the intent, belief or current expectations of John H.
Harland Company and members of its management, as well as the
assumptions on which such statements are based. Specifically, the
statement that the parties expect the transaction to close during
the second quarter of 2007 is a forward-looking statement.
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties and that actual results may differ
materially from those contemplated by such forward- looking
statements. Reference is made to the Risk Factors and Cautionary
Statements in Harland's Form 10-K filed under the Securities
Exchange Act. DATASOURCE: M & F Worldwide Corp. CONTACT:
Christine Taylor, +1-212-572-5988, for M & F Worldwide Corp.;
or John Pensec, +1-770-593-5443, for Harland
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