COLUMBUS,
Ohio and NEW YORK, July 19, 2019 /PRNewswire/
-- /The Wall Street Journal/ -- Alliance Data Systems
Corporation (NYSE: ADS) ("Alliance Data" or the
"Company"), a leading global provider of data-driven
marketing and loyalty solutions, today announced that it commenced
a "modified Dutch Auction" tender offer to purchase up to
$750,000,000 in aggregate purchase
price of its issued and outstanding shares of common stock, par
value $0.01 per share (each, a
"Share," and collectively, "Shares"), or such lesser
aggregate purchase price of Shares as are properly tendered and not
properly withdrawn, at a price not greater than $162.00 nor less than $144.00 per Share to the seller in cash, less any
applicable withholding taxes and without interest. The tender offer
is made in accordance with the terms and subject to the conditions
described in the offer to purchase, the related letter of
transmittal and other related materials, as each may be amended or
supplemented from time to time.
The closing price of the Shares on the New York Stock Exchange
on July 18, 2019, the last full trading day before the
commencement of the tender offer, was $158.00 per Share. The tender offer is scheduled
to expire at one (1) minute after 11:59
P.M., New York City time,
on August 15, 2019, unless the offer is extended or
terminated.
The Company believes that the repurchase of Shares pursuant to
the tender offer is consistent with its long-term goal of
allocating capital to maximize value for its stockholders and other
stakeholders. The offer also allows the Company to return value to
its stockholders following the closing of the transaction between
the Company and certain of its subsidiaries with Publicis Groupe,
S.A., a French société anonyme ("Publicis"), and certain
subsidiaries of Publicis (together with Publicis, the
"Purchasers") pursuant to which the Purchasers acquired the
Company's Epsilon business for a purchase price of $4.4 billion in cash, subject to certain
adjustments specified therein, including for indebtedness, cash,
working capital and transaction expenses. Further, the offer also
provides a mechanism for completing the Company's authorized share
repurchase program more rapidly that would be possible through open
market repurchases. The Company believes that the modified Dutch
auction tender offer provides its stockholders with the opportunity
to tender all or a portion of their Shares, and thereby receive a
return of some or all of their investment in the Company, if they
so elect.
The tender offer is not contingent upon any minimum number of
Shares being tendered. However, the tender offer is subject to a
number of other terms and conditions, which are described in detail
in the offer to purchase. Specific instructions and a complete
explanation of the terms and conditions of the tender offer are
contained in the offer to purchase, the related letter of
transmittal and other related materials, which will be mailed to
stockholders of record promptly after commencement of the tender
offer.
None of the Company, the members of its Board of Directors, the
dealer managers, the information agent or the depositary makes any
recommendation as to whether any stockholder should participate or
refrain from participating in the tender offer or as to the
purchase price or purchase prices at which stockholders may choose
to tender their Shares in the tender offer.
The information agent for the tender offer is D.F.
King & Co., Inc. The depositary for the tender offer is
Computershare Trust Company, N.A. The dealer managers for the
tender offer are J.P. Morgan Securities LLC, Mizuho Securities
USA LLC and SunTrust Robinson
Humphrey, Inc. For all questions relating to the tender
offer, please call the information agent, D.F. King &
Co., Inc., toll-free at 1-800-283-9185; banks
and brokers may call any of the dealer managers, J.P.
Morgan Securities LLC at 1 (877) 371-5947, Mizuho Securities
USA LLC at 1 (866) 271-7403 or
SunTrust Robinson Humphrey, Inc. at 1 (833) 914-0356.
About Alliance Data
Alliance Data 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
Columbus, Ohio, Alliance Data
consists of businesses that together employ over 10,000 associates
at more than 50 locations worldwide.
Alliance Data's card services business is a provider of
market-leading private label, co-brand, and business credit card
programs. LoytaltyOne 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. In
July 2019 Alliance Data completed the
sale of its Epsilon business to Publicis Groupe. More information
about Alliance Data can be found at www.AllianceData.com.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only. This
press release is not a recommendation to buy or sell Shares or any
other securities of Alliance Data, and it is neither an offer to
purchase nor a solicitation of an offer to sell Shares or any other
securities of Alliance Data.
Alliance Data will be filing today a tender offer statement on
Schedule TO, including an offer to purchase, a related letter of
transmittal and other related materials, with the United States
Securities and Exchange Commission (the "SEC"). The tender
offer will only be made pursuant to the offer to purchase, the
related letter of transmittal and other related materials filed as
part of the issuer tender offer statement on Schedule TO, in each
case as may be amended or supplemented from time to time.
Stockholders should read carefully the offer to purchase, the
related letter of transmittal and other related materials because
they contain important information, including the various terms of,
and conditions to, the tender offer.
Stockholders will be able to obtain a free copy of the tender
offer statement on Schedule TO, the offer to purchase, the related
letter of transmittal and other related materials that Alliance
Data will be filing with the SEC at the SEC's website at
www.sec.gov. In addition, free copies of these documents may be
obtained by contacting D.F. King & Co., Inc., the
information agent for the tender offer, toll-free at
1-800-283-9185.
Forward-Looking Statements
The statements in this release relating to matters that are not
historical facts are forward-looking statements. These
forward-looking statements are based upon assumptions of management
which are believed to be reasonable at the time made and are
subject to significant risks and uncertainties. Actual results
could differ materially based on factors including, but not limited
to: the loss of or reduction in demand for services from,
significant clients; increases in net charge-offs in credit card
and loan receivables; failure to identify or successfully integrate
or disaggregate business acquisitions or divestitures; increases in
the cost of doing business, including market interest rates;
inability to access the asset-backed securitization funding market;
loss of active AIR MILES® Reward Program
collectors; disruptions in the airline or travel industries;
increased redemptions by AIR MILES® Reward Program
collectors; unfavorable fluctuations in foreign currency exchange
rates; limitations on consumer credit, loyalty or marketing
services from new legislative or regulatory actions related to
consumer protection and consumer privacy; increases in FDIC,
Delaware or Utah regulatory capital requirements for
banks; failure to maintain exemption from regulation under the Bank
Holding Company Act; loss or disruption, due to cyber attack or
other service failures, of data center operations or capacity; and
loss of consumer information due to compromised physical or cyber
security. The accuracy of our expectations and predictions is also
subject to the following risks and uncertainties: (1) our
ability to complete the tender offer; (2) the price and time
at which we may make any additional Share repurchases following
completion of the tender offer and the number of Shares acquired in
such repurchases; and (3) changes in general economic,
business and political conditions, including the possibility of
intensified international hostilities, acts of terrorism, and
changes in conditions of the United
States or international lending, capital and financing
markets. Additional factors that could cause results to differ
materially from those described in the forward-looking statements
can be found in the "Risk Factors" section of Alliance Data's Form
10-K for the year ended December 31, 2018, which can be found
at www.AllianceData.com on the Investor page and on the Securities
and Exchange Commission's website at www.sec.gov.
Media Contact: Yvanka Wallner
+1 212-597-5683
Investor Contact: Tiffany
Louder +1 214-494-3048
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SOURCE Alliance Data Systems Corporation