Integrated payment solution and marketing services firm Harland Clarke Holdings Corp. (HCH) said it inked a deal to acquire RetailMeNot Inc. for $630 million, or $11.60 a share. The deal price is about a 36 percent premium over what shares have been trading at for the past 60 days.
Shares of RetailMeNot closed flat at $7.75.
HCH said the transaction expands its “digital scale.” The holding company also owns Valassis, which is a direct-mail and marketing firm. HCH is owned by Ron Perelman’s MacAndrews & Forbes Inc., parent company of Revlon.
The companies said LionTree Advisors is serving as the lead financial adviser to HCH along with Moelis & Company. Legal adviser is Wachtell, Lipton, Rosen & Katz while Cleary Gottlieb Steen & Hamilton LLP is serving as legal adviser specifically for “financing matters.” For RetailMeNot, Qatalyst Partners is serving as financial adviser while DLA Piper LLP (US) is serving as its legal adviser.
HCH said the deal involves acquiring “all of the outstanding shares of RetailMeNot Series 1 common stock for $11.60 per share in cash.” From a market perspective, the acquisition aims to combine Valassis’ large client base with RetailMeNot’s digital reach, the companies said, adding that the deal also “significantly advances RetailMeNot’s goal of becoming a leading savings destination, and is a natural step forward in the growth trajectory of the company.”
“The combined companies will create an omnichannel media network with tens of thousands of advertisers reaching hundreds of millions of consumers around the world,” HCH said.
Victor Nichols, chief executive officer of HCH, said RetailMeNot “provides a new global digital channel to distribute our clients’ offers that perfectly complements Valassis’ current digital, mobile, mail and other print networks.”
The ceo went on to note that RetailMeNot’s capabilities “span multiple platforms and channels including web, mobile and app, delivering online coupons and sales, discounted gift cards, and cash back offers, along with food, dining and travel offers.”
Cotter Cunningham, ceo of RetailMeNot who founded it in 2006, described the deal as an “important milestone.”
“Not only are we delivering an immediate and significant cash premium to our stockholders, but we are also meaningfully advancing our goal of becoming a leading savings destination for consumers,” Cunningham said. “I am confident in the future of RetailMeNot in its partnership with Valassis and look forward to working closely with the combined team to ensure together we become the premier savings destination.”
The transaction is being done via a tender offer. “Following the successful completion of the tender offer, HCH will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price per share,” the company added.
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