Tyler Technologies (NYSE: TYL), a leading provider of software
and technology services to the public sector and NIC Inc. (NASDAQ:
EGOV), a leading digital government solutions and payments company,
today jointly announced the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), in connection with the previously
announced acquisition of NIC by Tyler.
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The expiration of the waiting period under the HSR Act satisfies
a closing condition of the pending acquisition. The acquisition
transaction remains subject to other customary closing conditions,
including approval by the stockholders of NIC, and is expected to
close in the second quarter of 2021.
About Tyler Technologies
Tyler Technologies, Inc. (NYSE: TYL) provides integrated
software and technology services to the public sector. Tyler’s
end-to-end solutions empower local, state and federal government
entities to operate more efficiently and connect more transparently
with their constituents and with each other. By connecting data and
processes across disparate systems, Tyler’s solutions are
transforming how clients gain actionable insights that solve
problems in their communities. Tyler has more than 27,000
successful installations across more than 11,000 sites, with
clients in all 50 states, Canada, the Caribbean, Australia and
other international locations. Tyler has been named to Government
Technology’s GovTech 100 list five times and has been recognized
three times on Forbes’ “Most Innovative Growth Companies” list.
About NIC Inc.
NIC Inc. (Nasdaq: EGOV) is a leading digital government
solutions and payments company, serving more than 7,100 federal,
state and local government agencies across the nation. With
headquarters in Olathe, Kansas, and offices in more than 30 states,
NIC partners with government to deliver user-friendly digital
services that make it easier and more efficient to interact with
government - providing valuable conveniences such as applying for
unemployment insurance, submitting business filings, renewing
licenses, accessing information and making secure payments without
visiting a government office. In 2020, NIC securely processed 400
million online transactions and more than $24 billion on behalf of
government agencies. In response to the COVID-19 pandemic, NIC also
developed more than 130 new solutions to address the needs of
government and those it serves, such as crisis communications,
pandemic unemployment, COVID-19 testing, and vaccine
scheduling.
Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. Forward-looking statements are
typically identified by words such as “believe,” “expect,”
“anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may,” or by variations of such words or by
similar expressions or the negative thereof. Actual results may
vary materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the
transaction, including the risks that (a) the transaction may not
be consummated within the anticipated time period, or at all, (b)
the parties may fail to obtain NIC stockholder approval of the
merger agreement, and (c) other conditions to the consummation of
the transaction under the merger agreement may not be satisfied;
(2) the effects that any termination of the merger agreement may
have on Tyler or NIC or their respective businesses, including the
risks that Tyler’s or NIC’s stock price may decline significantly
if the transaction is not completed; (3) the effects that the
announcement or pendency of the merger may have on Tyler or NIC and
their respective business, including the risks that as a result (a)
NIC’s business, operating results or stock price may suffer, (b)
NIC’s current plans and operations may be disrupted, (c) NIC’s
ability to retain or recruit key employees may be adversely
affected, (d) NIC’s business relationships (including, customers
and suppliers) may be adversely affected, or (e) NIC’s management’s
or employees’ attention may be diverted from other important
matters; (4) the effect of limitations that the merger agreement
places on NIC’s ability to operate its business, return capital to
stockholders or engage in alternative transactions; (5) the nature,
cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger
and instituted against NIC and others; (6) the risk that the
transaction and related transactions may involve unexpected costs,
liabilities or delays; (7) other economic, business, competitive,
legal, regulatory, and/or tax factors; and (8) other factors
described under the heading “Risk Factors” in Part I, Item 1A of
NIC’s Annual Report on Form 10-K for the fiscal year ended December
31, 2020, as updated or supplemented by subsequent reports that NIC
has filed or files with the U.S. Securities and Exchange Commission
(“SEC”). Potential investors, stockholders and other readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made.
Neither Tyler nor NIC assumes any obligation to publicly update any
forward-looking statement after it is made, whether as a result of
new information, future events or otherwise, except as required by
law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed transaction
involving Tyler and NIC. In connection with the proposed
transaction, NIC has filed with the SEC and furnished to its
stockholders a definitive proxy statement on Schedule 14A, as well
as other relevant documents concerning the proposed transaction.
Promptly after filing its definitive proxy statement with the SEC,
NIC mailed the definitive proxy statement and a proxy card to each
stockholder of NIC entitled to vote at the special meeting relating
to the proposed transaction. The proxy statement contains important
information about the proposed transaction and related matters.
STOCKHOLDERS OF NIC ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS
INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE PROPOSED TRANSACTION THAT NIC WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors
will be able to obtain free copies of the proxy statement and other
relevant materials and other documents filed by NIC at the SEC’s
website at www.sec.gov. Copies of the proxy statement and the
filings that will be incorporated by reference therein may also be
obtained, without charge, by contacting NIC’s Investor Relations at
stevek@egov.com or 913-754-7007.
Participants in Solicitation
NIC and its directors, executive officers and certain employees,
may be deemed, under SEC rules, to be participants in the
solicitation of proxies in respect of the proposed merger.
Information regarding NIC’s directors and executive officers is
available in NIC’s definitive proxy statement on Schedule 14A filed
with the SEC on March 17, 2021, in connection with the proposed
merger, and its proxy statement filed with the SEC on March 12,
2020. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC (when they become available). These documents can be
obtained free of charge from the sources indicated above.
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Investor Relations Contacts: Brian K. Miller Executive
Vice President & CFO Tyler Technologies, Inc. 972-713-3720
brian.miller@tylertech.com
Steve Kovzan Chief Financial Officer NIC Inc 913-754-7007
stevek@egov.com
Media Contacts: Jennifer Kepler Senior Media Relations
Specialist Tyler Technologies, Inc. 972.713.3770
media.team@tylertech.com
Elizabeth Proudfit Senior Vice President, Marketing and
Communications NIC Inc. 646-845-7356 eproudfit@egov.com
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