Deluxe Corporation (DLX, NYSE) announced today that, through a
wholly owned subsidiary, it has entered into a definitive agreement
to acquire 100 percent of the stock of RDM Corporation (RC, TSX) of
Canada for approximately $70 million US in cash, net of estimated
cash to be acquired. The closing of the transaction is subject to
customary conditions in Canada, including court approval,
regulatory approval and the approval of RDM’s shareholders. The
purchase price would be financed by using cash on hand and Deluxe’s
existing credit facility. On closing, RDM will become part of the
growing suite of Treasury Management Solutions offered by
Deluxe.
RDM Corporation is a provider of remote deposit capture software
and digital imaging solutions for financial institutions and
corporate clients. Founded in 1987 in Waterloo, Ontario, RDM is
publicly traded on the Toronto Stock Exchange and primarily does
business in the United States.
RDM’s Board of Directors has unanimously approved of the
acquisition and will recommend to RDM’s shareholders that they vote
in favor of the acquisition. Pursuant to the agreement, directors,
officers, and several other investors, collectively holding
approximately 14 percent of RDM's common shares, have already
agreed to support the transaction and each has entered into a
support agreement to vote their common shares in favor of the
transaction. Closing of the transaction is expected to occur by the
end of March 2017.
For more than 100 years, Deluxe Corporation has been a leading
provider of products and services to financial institutions and
small businesses. Deluxe has approximately 5,600 financial
institution customers that rely on it for industry-leading programs
in checks, data-driven marketing, treasury management and digital
engagement solutions. Deluxe acquired WAUSAU Financial Systems in
2014, FISC in 2015 and Data Support Systems in 2016 building on a
commitment to serve commercial financial institutions through
treasury management solutions.
RDM customers include four of the top 10 banks in the US market
and 31 percent of the top 100 Fortune 500 companies. RDM provides a
robust suite of payments remittance processing and digital imaging
software, scanner hardware and professional services.
About Deluxe
Deluxe Corp. is a growth engine for small businesses and
financial institutions. Nearly 4.4 million small business customers
access Deluxe’s wide range of products and services, including
customized checks and forms, as well as website development and
hosting, email marketing, social media, search engine optimization
and logo design. For our approximately 5,600 financial institution
customers, Deluxe offers industry-leading programs in checks, data
driven marketing, treasury management and digital engagement
solutions. Deluxe is also a leading provider of checks and
accessories sold directly to consumers. For more information, visit
us at www.deluxe.com, www.facebook.com/deluxecorp or
www.twitter.com/deluxecorp.
About RDM
RDM Corporation provides large financial institutions with
Remote Deposit Capture (RDC) solutions designed to help their
clients simplify the way they do business. Working with clients for
over 25 years, RDM provides both software and hardware solutions
including web-based and mobile RDC, and manufactures a multiple
range of digital imaging scanners. Four of the top ten financial
institutions in the United States use RDM’s payment processing
solutions. RDM serves 31 percent of the top 100 Fortune 500
companies including brokerage firms, big-box retailers, healthcare
and insurance providers, and government entities. RDM processes
over $600 billion in payments annually and helps financial
institutions increase revenue, expand market share and improve
customer service for over 80,000 end users. Visit www.rdmcorp.com
to learn more.
Forward-Looking Statements
Certain statements contained in this communication, including
statements about the pending acquisition of RDM, its effects, and
the Company’s outlook, constitute “forward-looking statements.”
Forward-looking statements can usually be identified by the use
of words such as “aim,” “anticipate,” “believe,” “continue,”
“could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,”
“looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,”
“project,” “should,” “will” and other expressions which indicate
future results, events or trends. Such statements reflect
management’s current expectations or beliefs, and are subject to
risks and uncertainties that could cause actual results or events
to vary from stated expectations, which variations could be
material and adverse. Factors that could produce such a variation
include, but are not limited to, the following: the risk that the
acquisition will not be consummated within the expected time period
or at all; the acquisition may involve unexpected costs,
liabilities or delays; Deluxe may be unable to achieve expected
synergies and operating efficiencies from the acquisition within
the expected time frames or at all; the integration of RDM into
Deluxe’s business may be unsuccessful, or more difficult, time
consuming or costly than expected; revenues following the
acquisition may be lower than expected; operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected
following the acquisition; uncertainties surrounding the
acquisition; the impact that a deterioration or prolonged softness
in the economy may have on demand for the Company’s products and
services; the inherent unreliability of earnings, revenue and cash
flow predictions due to numerous factors, many of which are beyond
the Company’s control; declining demand for the Company’s check and
check-related products and services due to increasing use of other
payment methods; intense competition in the check printing business
continued consolidation of financial institutions and/or additional
bank failures, thereby reducing the number of potential customers
and referral sources and increasing downward pressure on the
Company’s revenue and gross profit; risks that the Small Business
Services segment strategies to increase its pace of new customer
acquisition and average annual sales to existing customers, while
at the same time maintaining its operating margins, are delayed or
unsuccessful; risks that the Company’s recent acquisitions do not
produce the anticipated results or revenue synergies; risks that
the Company’s cost reduction initiatives will be delayed or
unsuccessful; performance shortfalls by one or more of the
Company’s major suppliers, licensors or service providers;
unanticipated delays, costs and expenses in the development and
marketing of products and services, including web services and
financial technology solutions; the failure of such products and
services to deliver the expected revenues and other financial
targets; risks of unfavorable outcomes and the costs to defend
litigation and other disputes; and the impact of governmental laws
and regulations.
Our forward-looking statements speak only as of the time made,
and we assume no obligation to publicly update any such statements.
Additional information concerning these and other factors that
could cause actual results and events to differ materially from the
Company’s current expectations are contained in the Company’s Form
10-K for the year ended December 31, 2015.
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version on businesswire.com: http://www.businesswire.com/news/home/20170213005547/en/
Deluxe CorporationEdward A. Merritt, 651-787-1068Chief Financial
Officer (Interim), Treasurerand Vice President of Investor
RelationsEd.Merritt@Deluxe.comorCameron Potts, 651-233-7735Vice
President, Public Relations
Deluxe (NYSE:DLX)
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