Catalina Marketing Agrees to be Acquired by ValueAct Capital for $32.10 Per Share in Cash
March 08 2007 - 8:25AM
Business Wire
Catalina Marketing Corporation (NYSE:POS) announced today that it
has entered into a definitive agreement to be acquired by an
affiliate of ValueAct Capital ("ValueAct Capital") in an all-cash
transaction valued at $1.7 billion including the assumption of
approximately $135 million of current indebtedness. ValueAct
Capital will acquire by merger 100% of the outstanding equity
interests of the company that it does not already own for $32.10
per share in cash. Jeffrey W. Ubben, who has served as a director
of Catalina since May 2006, is the co-founder, managing partner and
principal owner of ValueAct Capital, an investment partnership with
approximately $5.0 billion in assets under management. Under the
terms of the agreement, Catalina stockholders will receive $32.10
in cash for each outstanding share of stock. This represents a
premium of approximately 32% over the closing share price on
December 7, 2006, the last trading day before disclosure of the
initial unsolicited expression of interest from a third party
private equity firm with respect to the acquisition of the company.
Also, under the terms of the merger agreement, Catalina may solicit
or entertain alternative proposals from third parties during the
next 45 days. There can be no assurance that the company will seek
or receive other proposals or, if it does, that the solicitation or
receipt of proposals will result in an alternative transaction.
Catalina does not intend to disclose developments with respect to
this solicitation process unless and until its board of directors
has made a decision to enter into an alternative transaction. The
company previously disclosed that it had engaged Goldman, Sachs
& Co. as its financial advisor. The special committee has also
retained Lazard, to assist it in connection with its deliberations.
Based on its consultations with these firms, and following
discussions with various other potentially interested parties and
other activities, the special committee and the entire board of
directors of the company have approved the agreement and the board
of directors has recommended that the company�s stockholders vote
in favor of the agreement. The transaction is expected to close in
the next several months and is subject to approval by the company�s
stockholders, other than ValueAct Capital, regulatory approvals and
other customary closing conditions. ValueAct Capital has received
customary debt financing commitments from third party financing
sources. �With the assistance of our external advisors, after
extensive negotiations and careful consideration of a range of
alternatives, the special committee and the board of directors have
concluded that the sale of the company to ValueAct Capital is the
best alternative for maximizing value for existing shareholders,�
said Frederick W. Beinecke, chairman of the special committee and
of the board of directors. �ValueAct Capital is a leading
investment company with a strong reputation and a proven track
record.� Jeff Ubben said, �ValueAct Capital has been an investor in
Catalina Marketing since 2003, and today is proud to be the
company�s largest shareholder. Catalina has an impressive portfolio
of businesses, unique products, strong cash flows and a highly
skilled employee base. We are strong supporters of Dick Buell and
his management team. We are really looking forward to building on
Catalina�s strong foundation and are very excited to work with
management and the company�s employees to achieve its long term
strategy.� Dick Buell, chief executive officer, said, �We are
excited to secure a transaction with owners that support our vision
and are committed to its execution. As a board member and long-time
shareholder, Jeff Ubben has always been highly supportive of
management�s vision for the company and we are all looking forward
to working with Jeff and his team as the company moves into its
next phase of growth and development. With ValueAct Capital�s deep
understanding of our business, its extensive experience and
tradition of assisting in the growth and development of its
portfolio companies, we could not ask for a better financial
partner.� About Catalina Marketing Corporation Based in St.
Petersburg, FL, Catalina Marketing Corporation
(www.catalinamarketing.com) was founded over 20 years ago based on
the premise that targeting communications based on actual purchase
behavior would generate more effective consumer response. Today,
Catalina Marketing combines unparalleled insight into consumer
behavior with dynamic consumer access. This combination of insight
and access provides marketers with the ability to execute
behavior-based marketing programs, ensuring that the right consumer
receives the right message at exactly the right time. Catalina
Marketing offers an array of behavior-based promotional messaging,
loyalty programs and direct-to-patient information. Personally
identifiable data that may be collected from the company's targeted
marketing programs, as well as its research programs, are never
sold or provided to any outside party without the express
permission of the consumer. About VALUEACT CAPITAL� VALUEACT
CAPITAL�, with offices in San Francisco and Boston and
approximately $5 billion in investments, seeks to make active
strategic-block value investments in a limited number of companies.
The Principals have demonstrated expertise in sourcing investments
in companies they believe to be fundamentally undervalued, and then
working with management and/or the company�s board to implement
strategies that generate superior returns on invested capital.
VALUEACT CAPITAL concentrates primarily on acquiring significant
ownership stakes in publicly traded companies, and a select number
of control investments, through both open-market purchases and
negotiated transactions. About the Transaction In connection with
the proposed merger, Catalina Marketing Corporation will file a
proxy statement with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the proxy statement (when available) and other
documents filed by Catalina Marketing Corporation at the Securities
and Exchange Commission's Web site at http://www.sec.gov. The proxy
statement and such other documents may also be obtained for free by
directing such request to Catalina Marketing Corporation, Investor
Relations, 200 Carillon Parkway, St. Petersburg, FL 33716,
telephone: (727) 579-5116 or on the company's website at
http://phx.corporate-ir.net/phoenix.zhtml?c=72727&p=irol-IRHome.
Catalina Marketing and its directors, executive officers and
certain other members of its management and employees may be deemed
to be participants in the solicitation of proxies from its
stockholders in connection with the proposed merger. Information
regarding the interests Catalina�s participants in the solicitation
will be included in the proxy statement relating to the proposed
merger when it becomes available. Certain statements in the
preceding paragraphs are forward-looking, and actual results may
differ materially. Statements not based on historic facts involve
risks and uncertainties, including, but not limited to, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement with ValueAct;
the outcome of any legal proceedings that may be instituted against
the Company related to the merger agreement; the inability to
complete the merger due to the failure to obtain stockholder
approval for the merger or the failure to satisfy other conditions
to completion of the merger; risks that the proposed transaction
diverts management or disrupts current plans and operations and any
potential difficulties in employee retention as a result of the
merger; the impact of the substantial indebtedness to be incurred
to finance the consummation of the merger; the outcome of the
consideration of other acquisition proposals by the special
committee of the board of directors; and, to the extent the Company
elects to move forward to negotiate with respect to or enter into
any transaction with another potential acquirer, the possibility
that negotiations do not result in a definitive agreement, result
in an offer superior to the ValueAct agreement or that, any
agreement, if entered into, may not close due to a variety of
potential factors.
Catalina (NYSE:POS)
Historical Stock Chart
From May 2024 to Jun 2024
Catalina (NYSE:POS)
Historical Stock Chart
From Jun 2023 to Jun 2024