Combination Will Enhance Online Banking, Billing and Payment
Experience for Consumers and Small Businesses, and Deliver Greater
Flexibility for Financial Institutions ATLANTA and PORTLAND, Ore.,
Feb. 14 /PRNewswire-FirstCall/ -- CheckFree Corporation
(NASDAQ:CKFR) today announced it has entered into a definitive
agreement to purchase Corillian Corporation (NASDAQ:CORI), the
leading provider of Internet banking software and services. Under
the terms of the agreement, CheckFree will acquire all of the
outstanding shares of Corillian at a price of $5.15 per share, for
a total purchase price of approximately $245 million on a fully
diluted basis. The acquisition will bring together Corillian's
widely used online banking platform and complementary suite of
financial applications, and CheckFree's industry-leading electronic
billing and payment and online transaction services, which include
unparalleled electronic billing content and a highly efficient
infrastructure that connects banks, billers and millions of
consumers. Together, CheckFree and Corillian will be
well-positioned to help financial institutions optimize the online
channel and drive increased usage of electronic billing and
payment. The combination of CheckFree and Corillian will allow for
tighter integration of electronic banking, billing, payment and
service support functionality to deliver a more efficient and
complete consumer and small business user experience. The
acquisition will also provide greater flexibility in technology
approaches for financial institution efficiency and provide a
platform for driving new services and service differentiation.
"This acquisition will provide banks and billers with a
significantly improved ability to serve their customers. Together,
CheckFree and Corillian will be able to deliver more efficient
integration and innovation, while increasing consumer service
levels across the online banking experience," said Pete Kight,
CheckFree Chairman and Chief Executive Officer. "We share a
commitment to serve as a collaborative partner to financial
services customers and to work with them to accelerate adoption and
customer profitability as the online channel continues to evolve as
an integral part of the banking relationship." "Corillian and
CheckFree have the potential to accelerate the delivery of future
generations of online banking technologies for the industry," said
Alex Hart, Corillian President and Chief Executive Officer. "Our
organizations and cultures are similar in our mutual commitment to
deliver high-value solutions that are flexible, scalable and secure
to enhance the financial services websites for our customers and
their end users." Corillian supports more than 30 of the top 100
U.S. banks and 21 of the top 100 U.S. credit unions with its online
financial services strategy. CheckFree processes more than one
billion transactions annually and distributes more than 18 million
e-bills per month through more than 2,000 financial services sites.
The proposed acquisition is subject to regulatory review, Corillian
shareholder approval, and other customary closing conditions, and
is expected to close on or about June 1, 2007. CheckFree will
finance the transaction with a combination of existing cash
balances and revolving debt, although there are no financing
contingencies in the merger agreement. CheckFree expects the
transaction to be dilutive to CheckFree's GAAP earnings per share
in the current fiscal year (ending June 30, 2007) and in 2008, and
modestly dilutive to underlying earnings per share in the current
fiscal year and in fiscal 2008. The company plans to share specific
financial details when the transaction closes. Financial Technology
Partners LP and FTP Securities LLC (together "FT Partners") acted
as exclusive strategic and financial advisors to Corillian in this
transaction and provided a fairness opinion to Corillian's Board of
Directors. Conference Call CheckFree will broadcast a conference
call at 11 a.m. EST today to discuss the agreement. Participants
should dial 1-877-232-1067 any time after 10:45 a.m. EST and ask
for the CheckFree conference call. The live conference call will be
accessible through the Investor Center section of the CheckFree
website at http://www.checkfreecorp.com/. A digital replay of the
call will be available on the CheckFree website after 1 p.m. EST.
About Corillian Corporation (http://www.corillian.com/ ) Corillian
is the market leader of online banking, payment and security
solutions to the financial services industry. With 30 of the top
100 U.S. banks and 21 of the top 100 U.S. credit unions as
customers, Corillian serves over 35 million online banking end
users. Corillian provides the most flexible, scalable and secure
set of online banking applications across multiple lines of
business, as well as an extensive set of integration solutions to
enable seamless connectivity between legacy systems and Web and
database applications. Corillian features integrated applications
across Consumer Banking, Small Business Banking, Business and
Consumer Payments, Wealth Management, Credit Card Management, and
Corporate Cash Management, as well as enterprise wide solutions,
including Fraud Detection, Alerts, eStatements, and OFX.
Corillian's fraud prevention solutions use Preemptive Forensics(TM)
to protect web sites from phishers, hackers, and fraudsters.
Corillian's strong authentication solution provides a low-cost
solution for multi-factor authentication while maintaining high
user satisfaction. Empowered by Corillian solutions, some of the
world's most visionary financial institutions provide their
customers with the tools to manage their finances more effectively
and securely. For more information about Corillian Corporation,
visit the company's web site at http://www.corillian.com/. About
CheckFree (http://www.checkfreecorp.com/) Founded in 1981,
CheckFree Corporation (NASDAQ:CKFR) provides financial electronic
commerce services and products to organizations around the world.
CheckFree Electronic Commerce solutions enable thousands of
financial services providers and billers to offer the convenience
of receiving and paying household bills online, via phone or in
person through retail outlets. CheckFree Investment Services
provides a broad range of investment management solutions and
outsourced services to hundreds of financial services
organizations, which manage about $1.7 trillion in assets.
CheckFree Software develops, markets and supports payment
processing solutions that are used by financial institutions to
process more than two-thirds of the 14 billion Automated Clearing
House transactions in the United States, and supports
reconciliation, exception management, risk management, transaction
process management, corporate actions processing, and compliance
within thousands of organizations worldwide. Use of Non-GAAP
Financial Information CheckFree supplements its reporting of total
revenues, income (loss) from operations, net income (loss) and
earnings (loss) per share information determined in accordance with
GAAP by using "underlying revenue," "underlying income (loss) from
operations," "underlying net income (loss)" and "underlying
earnings (loss) per share." Management believes that certain
non-cash adjustments to revenues or expenses enhance its evaluation
of CheckFree's performance, and are not pertinent to day-to-day
operational decision making in the business. Therefore, CheckFree
excludes these items from GAAP revenue, income (loss) from
operations, net income (loss) and earnings (loss) per share in
calculating underlying revenue, underlying income (loss) from
operations, underlying net income (loss) and underlying earnings
(loss) per share. Examples of such non-cash charges may include,
but not be limited to, intangible asset amortization expense and
in-process research and development costs associated with
acquisitions, charges associated with the impairment of intangible
assets, the impact of discontinued operations, charges resulting
from warrants issued to third parties, and charges associated with
reorganization activities, all offset by the cumulative tax impact
of these charges. CheckFree excludes these items in order to more
clearly focus on the factors it believes are pertinent to the daily
management of its operations, and its management uses underlying
results to evaluate the impact of operational business decisions.
CheckFree regularly reports underlying results to its Chairman and
Chief Executive Officer and Chief Operating Officer, CheckFree's
chief operating decision makers, who use this information in
allocating resources to the various business units. Additionally,
as CheckFree rewards its management for their decisions that
increase revenues and decrease controllable costs, CheckFree uses
underlying revenues and underlying income (loss) from operations as
factors in determining short-term incentive compensation for
management, and uses underlying revenues, underlying net income
(loss) and underlying earnings (loss) per share as factors in
determining long-term incentive compensation for management.
Because CheckFree utilizes underlying financial results in the
management of its business and to determine incentive compensation
for management, CheckFree believes this supplemental information is
useful to investors for their independent evaluation and
understanding of the performance of CheckFree's management and its
core business performance. CheckFree's underlying revenues,
underlying income (loss) from operations, underlying net income
(loss) and underlying earnings (loss) per share should be
considered in addition to, and not as a substitute for, revenues,
income (loss) from operations, net income (loss) or earnings (loss)
per share or any other amount determined in accordance with GAAP.
CheckFree's measures of underlying revenues, underlying income
(loss) from operations, underlying net income (loss) and underlying
earnings (loss) per share reflect management's judgment of
particular items, and may not be comparable to similarly titled
measures reported by other companies. Additional Information and
Where to Find It In connection with the proposed merger, Corillian
will be filing a proxy statement and relevant documents concerning
the transaction with the Securities and Exchange Commission.
Investors and security holders of Corillian are urged to read the
proxy statement and other relevant documents filed with the SEC
when they become available, because they will contain important
information. Investors and security holders may obtain free copies
of the proxy statement and other documents when they become
available by contacting Corillian Investor Relations through the
Corillian website at http://www.corillian.com/investors or by mail
at Corillian Corporation, 3400 NW John Olsen Place, Hillsboro, OR
97124, Attn: Investor Relations. In addition, documents filed with
the SEC by Corillian are available free of charge at the Securities
and Exchange Commission's website at http://www.sec.gov/. Corillian
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 the stockholders of Corillian in
connection with the proposed transaction. Information concerning
the special interests of these directors, executive officers and
other members of Corillian's management and employees in the
proposed transaction will be included in the proxy statement of
Corillian described above. Information regarding Corillian's
directors and executive officers is also available in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2005
(filed March 16, 2006), and in its proxy statement for its 2006
Annual Meeting of Stockholders, filed with the SEC on April 20,
2006 on Schedule 14A. These documents are available free of charge
at the SEC's website at http://www.sec.gov/ and from Investor
Relations at Corillian as described above. Forward-Looking
Statements This communication contains forward-looking statements
that are made pursuant to the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995, particularly those
statements regarding the effects of the proposed merger and those
preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "estimates," or
similar expressions. Forward-looking statements relating to
expectations about future results or events are based upon
information available as of today's date, and there is no assumed
obligation to update any of these statements. The forward-looking
statements are not guarantees of future performance, and actual
results may vary materially from the results and expectations
discussed. For instance, although Corillian and CheckFree have
signed an agreement for a subsidiary of CheckFree to merge with and
into Corillian, there is no assurance that they will complete the
proposed merger. The proposed merger may not occur if the companies
do not receive necessary approval of Corillian's stockholders, or
if it is blocked by a governmental agency, or if either Corillian
or CheckFree fail to satisfy other conditions to closing. Other
risks and uncertainties to which the companies are subject are
discussed in the companies' reports filed with the Securities and
Exchange Commission (the "SEC") under the caption Risk Factors and
elsewhere, including, without limitation, CheckFree's Annual Report
on Form 10-K for the year ended June 30, 2006 (filed September 8,
2006), Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006 (filed November 8, 2006), and Quarterly Report
on Form 10-Q for the quarter ended December 31, 2006 (filed
February 8, 2007), and Corillian's Annual Report on Form 10-K for
the year ended December 31, 2005 (filed March 13, 2006), Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 (filed May
10, 2006), Quarterly Report for the quarter ended June 30, 2006
(filed August 9, 2006), and Quarterly Report for the quarter ended
September 30, 2006 (filed November 9, 2006). Copies of CheckFree's
and Corillian's filings with the SEC can be obtained on their
websites, or at the SEC's website at http://www.sec.gov/. One or
more of these factors have affected, and could affect CheckFree's
and Corillian's business and financial results in future periods,
and could cause actual results and issues related to the merger
transaction to differ materially from plans and projections. Any
forward-looking statement is qualified by reference to these risks,
uncertainties and factors. Forward-looking statements speak only as
of the date of the documents in which they are made. These risks,
uncertainties and factors are not exclusive, and CheckFree and
Corillian undertake no obligation to publicly update or review any
forward-looking statements to reflect events or circumstances that
may arise after the date of this release, except as required by
law. DATASOURCE: CheckFree Corporation CONTACT: Judy DeRango Wicks,
+1-678-375-1595, or , or Tina Moore, +1-678-375-1278, or , both of
CheckFree Corporation; or Steve Shaw of Corillian Corporation,
+1-503-629-3770, or Web site: http://www.checkfreecorp.com/
http://www.corillian.com/ http://www.corillian.com/investors
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