June 20, 2008; 07:41 AM
ST. PAUL, Minn. and MISSISSAUGA, Ontario, June 19 -- Deluxe
Corporation (NYSE: DLX) and Hostopia.com Inc. (TSX: H) today announced
that they have entered into a definitive agreement for Deluxe to
acquire Hostopia, a leading provider of web services that enable small
and medium-sized businesses to establish and maintain an Internet
presence. Deluxe will acquire Hostopia in an all-cash transaction that
values Hostopia at approximately C$124 million. Under terms of the
Merger Agreement, Deluxe will pay C$10.55 in cash for each outstanding
Hostopia common share. Subject to a final accounting allocation of the
purchase price, the acquisition is not expected to have a significant
impact to Deluxe's earnings and operating cash flow for fiscal 2008.
"We are very excited with the prospect of providing Hostopia's
industry-leading, private-label web services to our small business
customers and collectively growing our product and service offerings as
we move forward together," said Lee Schram, Chief Executive Officer of
Deluxe. "Hostopia has grown top line revenue in excess of 20 percent in
each of the last three years. While we have substantial knowledge and
expertise in selling to the small business market, we believe that
Hostopia's ability to attract new customers and provide additional
services to that market will increase the power of our offerings. This
acquisition is in line with our long-term strategy of broadening the
products and services we offer to small businesses to manage, promote
and grow their businesses. We also believe that the transaction will
offer significant value to our shareholders as we continue to introduce
growing products and services with recurring revenue streams."
Colin Campbell, Chief Executive Officer of Hostopia, said, "After
careful consideration, the Hostopia Board of Directors has unanimously
approved this transaction with Deluxe. We believe the transaction
delivers outstanding value to the Hostopia stockholders. Deluxe and
Hostopia have many similarities, including a desire to help small
businesses grow and promote their businesses. Our customers will
benefit from augmented product and service offerings which include
small business logo design, print-on-demand services and e-mail
marketing, all of which have demonstrated demand from small businesses.
In addition, Deluxe brings access to new channels for Hostopia
including direct mail to small businesses and sales through financial
institutions. We look forward to providing web-hosting capabilities to
small businesses as a significant component of the services that Deluxe
offers to those businesses."
The transaction, which has been unanimously approved by the Boards of
Directors of both companies, is structured as a merger under applicable
law. It will require the approval of Hostopia stockholders holding a
majority of the outstanding Hostopia common shares at a special meeting
to be called to consider the transaction. Hostopia stockholders holding
in aggregate approximately 35% of the issued and outstanding shares of
Hostopia common stock have agreed to vote their Hostopia common shares
in favor of the transaction as long as the merger agreement is in
effect, pursuant to a voting agreement with Deluxe. The transaction is
also subject to certain other customary closing conditions. The
transaction is expected to close in the third quarter of 2008.
About Deluxe Corporation
Deluxe Corporation, through its industry-leading businesses and brands,
helps financial institutions and small businesses better manage,
promote, and grow their businesses. Deluxe uses direct marketing,
distributors, and a North American sales force to provide a wide range
of customized products and services: personalized printed items
(checks, forms, business cards, stationery, greeting cards, labels, and
retail packaging supplies), promotional products and merchandising
materials, fraud prevention services, and customer retention programs.
Deluxe also sells personalized checks and accessories directly to
consumers. For more information about Deluxe Corporation, visit http://www.Deluxe.com.
About Hostopia.com Inc.
Hostopia.com Inc. is a leading provider of web services that enable
small and medium-sized businesses to establish and maintain an Internet
presence. Hostopia's customers are communication services providers,
including telecommunication carriers, cable companies, internet service
providers, domain registrars, and web hosting service providers.
Hostopia's customers purchase its web services on a wholesale basis and
resell these services under their own brands to small and medium-sized
businesses. Hostopia provides customers with the technology,
infrastructure, and support services to enable them to offer web
services, while saving them research and development as well as capital
and operating costs typically associated with the design, development,
and delivery of web services.
Forward-Looking Statements
Certain statements contained in this release may be deemed to be
forward-looking statements under certain securities laws, including the
"safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 and in any applicable Canadian securities
legislation, and Deluxe Corporation and Hostopia.com Inc. intend that
such forward-looking statements be subject to the safe-harbor created
thereby. These forward-looking statements include, but are not limited
to, statements with respect to the acquisition of Hostopia by Deluxe
and statements concerning Deluxe's and Hostopia's, or their
management's, current intentions, expectations, beliefs, projections or
predictions about future results or events. Forward-looking statements
are typically identified by words such as "believe," "expect,"
"forecast," "anticipate," "intend," "estimate," "plan" and "project"
and similar expressions of future or conditional verbs such as "will,"
"may," "should," "could," or "would." By their very nature,
forward-looking statements require Deluxe and Hostopia to make
assumptions and are subject to inherent risks and uncertainties that
are difficult to predict and are generally beyond the control of Deluxe
and Hostopia, which give rise to the possibility that certain
predictions, forecasts, projections, expectations and other
forward-looking information, including statements about the acquisition
of Hostopia by Deluxe, will not be achieved. Deluxe and Hostopia
caution readers not to place undue reliance on these statements as a
number of important factors could cause actual results or events to
differ materially and adversely from the beliefs, plans, objectives,
expectations, anticipations, estimates and intentions expressed in, or
implied or projected by, the forward-looking statements. These factors
include, but are not limited to, the following: the possibility that
the acquisition of Hostopia by Deluxe does not close when expected or
at all because required regulatory, shareholder or other approvals are
not received or other conditions to the closing are not satisfied on a
timely basis or at all; the risks and uncertainties associated with
Deluxe's ability to complete the acquisition of Hostopia and to
integrate Hostopia with Deluxe successfully; the ability to retain key
personnel; the inherent unreliability of earnings, revenue and cash
flow predictions due to numerous factors, many of which are beyond
Deluxe's and Hostopia's control; developments in the demand for the
combined companies' products and services; relationships with major
customers and suppliers; unanticipated delays, costs and expenses
inherent in the development and marketing of new products and services,
including new e-commerce, customer loyalty and business services, and
the failure of such new products and services to deliver the expected
revenues and other financial targets; the impact of governmental laws
and regulations; and competitive factors. Readers are cautioned that
the foregoing list of important factors is not exhaustive. Additional
information concerning these and other factors that could cause actual
results and events to differ from Deluxe's and Hostopia's current
expectations are contained in Deluxe's and Hostopia's public filings
with the Securities and Exchange Commission, including but not limited
to the factors discussed under "Risk Factors" in Deluxe Corporation's
Form 10-Q for the period ended March 31, 2008 and Hostopia's Form 10-Q
for the period ended December 31, 2007 (each as updated by subsequent
filings with the Securities and Exchange Commission).
Except as required by law, Deluxe and Hostopia assume no obligation to
update the forward-looking statements contained in this release to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.