Harland Clarke to Buy Valassis for $34.04/Share in Cash, Valassis Won't Provide Guidance

Harland Clarke Holdings Corp., a leading provider of best-in-class integratedpayment solutions and marketing services, and Valassis (NYSE: VCI), a leaderin intelligent media delivery, today announced that they have entered into adefinitive merger agreement under which Harland Clarke Holdings will acquireValassis.Under the terms of the agreement, Harland Clarke Holdings, a wholly ownedsubsidiary of MacAndrews & Forbes Holdings Inc., will acquire all of theoutstanding shares of Valassis for $34.04 per share in cash, representing atransaction value of approximately $1.84 billion. The transaction, which wasunanimously approved by both the Valassis and Harland Clarke Holdings Boardsof Directors, will be effected through a tender offer by a subsidiary ofHarland Clarke Holdings for all of the shares of Valassis, followed by amerger of the acquisition subsidiary with and into Valassis.The combination of Harland Clarke Holdings Corp. and Valassis will create aleader in the transaction services, media delivery services, consumer andbusiness direct and education solutions industries with approximately $3.3billion in combined revenues. The combined entity will have deep and tenuredcustomer relationships with the largest financial, consumer products andretail institutions worldwide, offering them a robust portfolio of innovativeproducts and services.