NEW YORK, Sept. 12, 2011 /PRNewswire/ -- M & F
Worldwide Corp. (NYSE: MFW) ("MFW" or the "Company") and MacAndrews
& Forbes Holdings Inc. ("MacAndrews & Forbes") today
announced that they have entered into a definitive merger agreement
under which MFW will be merged with a subsidiary of MacAndrews
& Forbes and all outstanding shares of MFW common stock not
owned by MacAndrews & Forbes will be converted into the right
to receive $25 in cash per share.
MacAndrews & Forbes currently owns approximately 43% of the
outstanding shares of MFW common stock. The cash
consideration represents a greater than 47% premium to the
Company's closing share price on June 10,
2011, the last trading day prior to MacAndrews & Forbes'
announcement of its proposal to acquire the shares of MFW common
stock that it did not already own and a greater than 22% premium to
the Company's closing share price on September 9, 2011, the last trading day prior to
today's announcement of the execution of a definitive merger
agreement.
The transaction was approved by the board of directors of MFW,
upon the recommendation and approval of a special committee
comprised entirely of independent directors that was formed to
evaluate and consider the transaction. The special
committee's recommendation and approval followed a thorough
examination of the transaction, which occurred over a three-month
period. Evercore Group L.L.C. acted as financial advisor and
Willkie Farr & Gallagher LLP
acted as legal counsel to the special committee. Moelis &
Company acted as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP acted as legal counsel to MacAndrews &
Forbes.
The transaction is subject to the receipt of regulatory
approvals and other customary closing conditions. The transaction
is also subject to a non-waivable condition that a majority of the
outstanding shares of MFW common stock not owned by MacAndrews
& Forbes or its directors and officers vote in favor of the
adoption of the merger agreement. MacAndrews & Forbes has
agreed to vote the shares of MFW common stock it owns in favor of
the merger agreement. The transaction is not subject to any
financing contingency.
The transaction is expected to close during the fourth quarter
of 2011, subject to the review and clearance of required filings by
the Securities Exchange Commission ("SEC").
Additional Information and Where to Find It
This press release is neither a solicitation of a proxy nor an
offer to purchase or a solicitation of an offer to sell shares of
MFW common stock, and is not a substitute for any proxy statement
or other filing that may be made with the SEC in connection with
the transaction. In connection with the transaction, MFW
intends to file a proxy statement and other relevant materials with
the SEC, and MFW and certain other persons, including MacAndrews
& Forbes, intend to file a Schedule 13E-3 transaction statement
with the SEC. MFW stockholders are strongly advised to read
such materials when they become available because they will contain
important information about the transaction. Once filed,
these documents will be available at no charge on the SEC's website
at www.sec.gov.
MFW and its directors, executive officers and 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 transaction. Information regarding the interests of
participants in the solicitation, which may be different than those
of MFW's stockholders generally, will be included in the proxy
statement relating to the transaction when it becomes
available.
Cautionary Statement
Statements in this press release that represent intentions,
plans, expectations or beliefs, including with respect to the
timing and completion of the merger, are "forward-looking
statements" within the meaning of the federal securities laws.
MacAndrews & Forbes and MFW caution against placing undue
reliance on such statements, as they involve risks and
uncertainties, many of which are beyond MacAndrews & Forbes' or
MFW's control, that could cause actual events to differ materially
from the events described in this press release, including risks or
uncertainties related to whether the conditions to the merger will
be satisfied and the absence of events that could give rise to the
termination of the merger agreement, as well as other factors to be
described in the proxy statement and other required filings to be
made with the SEC in connection with the transaction.
Any forward-looking statements speak only as of the date of this
press release and neither MacAndrews & Forbes nor MFW
undertakes any obligation to publicly revise any such statements to
reflect events or circumstances that arise after the date of this
press release.
About M & F Worldwide Corp.
MFW has four business segments, which are operated by its
subsidiaries Harland Clarke, Harland
Financial Solutions, Scantron and Mafco Worldwide. Harland Clarke is a provider of checks and
related products, direct marketing services and customized business
and home office products. Harland Financial Solutions provides
technology products and related services to financial institutions.
Scantron is a provider of data management solutions and related
services to educational, healthcare, commercial and governmental
entities worldwide including testing and assessment solutions,
patient information collection and tracking, and survey services.
Mafco Worldwide produces licorice products for sale to the tobacco,
food, pharmaceutical and confectionery industries.
About MacAndrews & Forbes Holdings Inc.
MacAndrews & Forbes is a private diversified holding company
with interests in biotechnology, check printing and check related
products and services, consumer products, defense, education,
entertainment, financial services, gaming and other industries.
SOURCE MacAndrews & Forbes Holdings Inc.