PLANO, Texas, April 14, 2019 /PRNewswire/ -- Alliance Data
Systems Corporation (NYSE: ADS), a leading global provider of
data-driven marketing and loyalty solutions, today announced it has
entered into a definitive agreement to sell its Epsilon business to
Publicis Groupe [Euronext Paris : FR0000130577, CAC 40], one of the
world's largest leading global marketing, creative and business
transformation companies, for
$4.4 billion in cash, representing an
approximate 10X trailing 12-month EBITDA (adjusted) multiple. The
transaction was unanimously approved by Alliance Data's Board of
Directors and is expected to close in early Q3 2019, subject to
satisfaction of customary closing conditions and receipt of
regulatory approvals.
Net cash proceeds, after tax obligations and fees associated
with the transaction, are expected to be $3.5 billion. Alliance Data expects to use the
full amount to repurchase shares and pay down corporate debt. On a
full-year run-rate basis, the transaction will be accretive to core
EPS guidance of $22 and highly
accretive on a GAAP basis.
Further details about the transaction will be provided on
Alliance Data's Q1 earnings call scheduled for April 25, 2019 at 8:30
a.m. EDT.
"I'm pleased to say today's announcement represents a trifecta
win for Alliance Data, Epsilon and Publicis Groupe," said
Ed Heffernan, president and CEO of
Alliance Data. "The announcement of this transaction represents the
culmination of an extensive assessment of strategic options for our
Epsilon business. With this transaction, Alliance Data is executing
on its previously announced goals of transitioning into a leaner,
more focused organization and unlocking additional shareholder
value while also finding what we believe to be the right home for
Epsilon's technology, data assets and associates. We believe that
Publicis Groupe will be the ideal cultural and strategic fit for
Epsilon and its Conversant® business, and
will help drive Publicis Groupe's own transformation in today's
data-driven digital world.
"Furthermore, the unique relationships that have been cultivated
between Epsilon and our other Alliance Data businesses will remain
intact, and we look forward to working with Publicis Groupe to
develop a broader relationship, and promoting mutual and
sustainable growth going forward."
Arthur Sadoun, Chairman and CEO
of Publicis Groupe, said, "Epsilon is a unique asset with
world-class capabilities that many of Publicis Groupe's clients are
clamoring for us to add to our current portfolio. Acquiring Epsilon
will allow Publicis to be uniquely positioned to be the preferred
partner of our clients in their transformation by delivering
personalized experiences to clients at scale. As part of Publicis,
we believe Epsilon will be able to take advantage of our breadth
and strengths to drive improved growth. We are also excited about
growing our relationship with Alliance Data's other businesses. We
look forward to welcoming Bryan and the rest of the Epsilon team to
the Publicis Groupe family."
Evercore, BofA Merrill Lynch, Morgan Stanley and Wells Fargo
Securities served as financial advisors to Alliance Data, and
Latham & Watkins LLP acted as legal advisor.
About Alliance Data
Alliance
Data® (NYSE: ADS) is a leading global provider of
data-driven marketing and loyalty solutions serving large,
consumer-based industries. The Company creates and deploys
customized solutions, enhancing the critical customer marketing
experience; the result is measurably changing consumer behavior
while driving business growth and profitability for some of today's
most recognizable brands. Alliance Data helps its clients create
and increase customer loyalty through solutions that engage
millions of customers each day across multiple touch points using
traditional, digital, mobile and emerging technologies. An S&P
500, FORTUNE 500 and FORTUNE 100 Best Companies to Work For company
headquartered in Plano, Texas,
Alliance Data consists of three businesses that together employ
approximately 20,000 associates at more than 100 locations
worldwide.
Alliance Data's card services business is a provider of
market-leading private label, co-brand, and business credit card
programs. Epsilon® is a leading provider of
multichannel, data-driven technologies and marketing services, and
also includes Conversant®, a leader in personalized
digital marketing. LoyaltyOne® owns and operates the AIR
MILES® Reward Program, Canada's most recognized loyalty program, and
Netherlands-based BrandLoyalty, a
global provider of tailor-made loyalty programs for grocers.
Follow Alliance Data on Twitter, Facebook, LinkedIn,
Instagram and YouTube.
About Epsilon®
Epsilon is a leader in interaction management, empowering brands to
transform ordinary customer experiences into meaningful, human
experiences. Our connected suite of products and services combine
leading-edge identity management, industrial strength data and
technology expertise with big brand acumen gained over five decades
working with the industry's top brands. Our human-powered, data-led
marketing delivers unmatched depth, breadth and scale to help
brands turn meaningful human interactions into exceptional business
outcomes. Epsilon employs over 8,000 associates in 87 offices
worldwide. For more information, visit www.epsilon.com. Follow
us on Twitter at @EpsilonMktg.
About Conversant®
Conversant is a leader in
interaction management, empowering brands to transform ordinary
customer experiences into meaningful, human experiences. Our
connected suite of personalized digital media products and services
combines leading-edge identity management, data science expertise
and privacy by design to create human connections that count,
everywhere. We do this with truth, proof and transparency at our
core. As part of Epsilon, Conversant employs more than 2,100
associates in 17 offices worldwide. For more information,
visit www.conversantmedia.com or follow us on Twitter
at @Conversant.
About Publicis Groupe
Publicis Group [Euronext Paris
FR0000130577, CAC 40] is a global leader in marketing,
communication, and digital transformation, driven through the
alchemy of creativity and technology. Publicis Groupe offers its
clients seamless access to its tools and expertise through modular
offering. Publicis Groupe is organized across four Solutions hubs:
Publicis Communications (Publicis Worldwide, Saatchi &
Saatchi, Leo Burnett, BBH, Marcel,
Pallon, MSL, Prodigious), Publicis Media (Startcom, Zenith,
Spark Foundry, Blue 449, Performics, Digitas),
Publicis.Sapient (SapientRazorfish & Sapient Consulting)
and Publicis Health. Present in over 100 countries, Publicis
Groupe employes nearly 80,000 professionals.
Forward-Looking Statements
This release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements give our expectations or
forecasts of future events, including the timing and other
information regarding the proposed transaction, and can generally
be identified by the use of words such as "believe," "expect,"
"anticipate," "estimate," "intend," "project," "plan," "likely,"
"may," "should" or other words or phrases of similar import.
Similarly, statements that describe our business strategy, outlook,
objectives, plans, intentions or goals also are forward-looking
statements. Examples of forward-looking statements include,
but are not limited to, statements we make regarding strategic
evaluations, the proposed transaction and the use of expected
proceeds thereof, our expected operating results, future economic
conditions including currency exchange rates, future dividend
declarations and the guidance we give with respect to our
anticipated financial performance. Forward-looking statements
in this release include, but are not limited to our expectations
regarding the timing, completion and expected benefits of the
proposed transaction and our plans and expectations regarding
future operations and business relationships.
We believe that our expectations are based on reasonable
assumptions. Forward-looking statements, however, are subject to a
number of risks and uncertainties that could cause actual results
to differ materially from the projections, anticipated results or
other expectations expressed in this release, and no assurances can
be given that our expectations will prove to have been correct.
These risks and uncertainties include, but are not limited to,
factors set forth in the Risk Factors section in our Annual Report
on Form 10-K for the most recently ended fiscal year, which may be
updated in Item 1A of, or elsewhere in, our Quarterly Reports on
Form 10-Q filed for periods subsequent to such Form 10-K.
Additional risks the risk that the proposed transaction may not be
completed in a timely manner or at all; the effect of the
announcement or pendency of the transaction on our business
relationships, results of operations and business generally; risks
that the proposed transaction disrupts current plans and
operations; and general market, political, economic and business
conditions.
Our forward-looking statements speak only as of the date made,
and we undertake no obligation, other than as required by
applicable law, to update or revise any forward-looking statements,
whether as a result of new information, subsequent events,
anticipated or unanticipated circumstances or otherwise.
Contacts:
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Investors/Analysts
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Tiffany
Louder
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Alliance
Data
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214-494-3048
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tiffany.louder@alliancedata.com
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AdvisIRy
Partners
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David
Gold
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212-661-2220
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david.gold@advisiry.com
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Media
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Shelley
Whiddon
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Alliance
Data
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214-494-3811
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shelley.whiddon@alliancedata.com
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SOURCE Alliance Data Systems Corporation