SAN ANTONIO -- (BUSINESS WIRE) -- Harland Clarke Holdings Corp. (the “Company”) today announced that it has accepted for payment all of the Notes validly tendered pursuant to its previously announced tender offer (the “Offer”) to purchase for cash any and all of the outstanding 6 5/8% Senior Notes due 2021 (the “Notes”) issued by Valassis Communications, Inc. (“Valassis”) and its related solicitation of consents (“Consents”) to the adoption of proposed amendments to the indenture (the “Indenture”) governing the Notes (the “Proposed Amendments”).
The Offer expired at 11:59 P.M. EST on February 3, 2014 (the “Expiration Time”). As of that time, a total of $244,979,000 in aggregate principal amount, or approximately 94.62%, of the outstanding Notes, were validly tendered together with accompanying Consents.
As previously announced, Valassis and the trustee under the Indenture have entered into a supplemental indenture (the “Supplemental Indenture”) to effect the Proposed Amendments. Pursuant to the Supplemental Indenture, the Proposed Amendments became effective automatically when the Company accepted for purchase all Notes validly tendered and delivered on or before the Expiration Time and not validly withdrawn or revoked. The Proposed Amendments provide that the acquisition of Valassis by the Company in accordance with the previously announced Agreement and Plan of Merger, dated as of December 17, 2013, by and among the Company, V Acquisition Sub, Inc., and Valassis, does not constitute a “Change of Control” (as defined in the Indenture) and, accordingly, does not trigger the requirement in the Indenture to make a written offer to purchase all of the Notes.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale is being made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
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 Holdings serves 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.
Valassis 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.
Forward Looking Statements
Statements in this document that are not strictly historical, including statements regarding the proposed acquisition, the expected timetable for completing the transaction and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Harland Clarke Holdings Corp. operates; Harland Clarke Holdings Corp.’s ability to successfully integrate Valassis’ operations and employees with Harland Clarke Holdings Corp.’s existing business; the ability to realize anticipated growth, synergies and cost savings; and Valassis’ performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Harland Clarke Holdings Corp.’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013 as well as Valassis’ SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013. The forward-looking statements made herein speak only as of the date of this release and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.