CheckFree Completes Carreker Acquisition
02 Abril 2007 - 2:08PM
PR Newswire (US)
ATLANTA, April 2 /PRNewswire-FirstCall/ -- CheckFree Corporation
(NASDAQ:CKFR) today announced it has completed its acquisition of
Carreker Corporation. Under the terms of the agreement, CheckFree
has acquired all of the outstanding shares of Carreker common stock
at a price of $8.05 per share, for a total purchase price of
approximately $206 million on a fully diluted basis. Through this
acquisition, CheckFree is now a single provider of consulting
expertise and solutions for financial institutions across cash,
check and ACH systems focused on helping banks create new products
and reduce redundant processes across multiple payment channels.
The combined organization will deliver a pragmatic approach to
payments convergence that can yield significant value for financial
institutions and their customers. This approach will leverage
financial institutions' core processing investments to create
solutions that provide an enterprise view of payments and faster
deployment of revenue-generating products. "CheckFree has combined
its comprehensive solutions for ACH processing, check conversion
and payments reconciliation with Carreker's experience in payments
consulting, check payment technology, fraud management, and cash
and logistics management to create a leader in payments
technology," said Pete Kight, CheckFree Chairman and Chief
Executive Officer. The transaction is expected to be modestly
dilutive to CheckFree's underlying earnings per share in the
current fiscal year (ending June 30, 2007) and in fiscal 2008, and
dilutive to GAAP earnings per share in each of 2007 and 2008.
CheckFree will provide more information related to the acquisition
during its fiscal 2007 third quarter earnings conference call
scheduled for 5 p.m. EDT on April 24. 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. Certain of the Company's
statements in this press release are not purely historical, and as
such are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These include
statements regarding management's intentions, plans, beliefs,
expectations or projections of the future and include statements
regarding expectations for earnings per share for fiscal 2007 and
thereafter (paragraphs 2, 3 and 4). Forward-looking statements
involve risks and uncertainties, including without limitation, the
various risks inherent in the Company's business, and other risks
and uncertainties detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission,
including the Company'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). One or more of these
factors have affected, and could in the future affect the Company's
business and financial results in future periods, and could cause
actual results to differ materially from plans and projections.
There can be no assurance that the forward-looking statements made
in this press release will prove to be accurate, and issuance of
such forward-looking statements should not be regarded as a
representation by the Company, or any other person, that the
objectives and plans of the Company will be achieved. All
forward-looking statements made in this press release are based on
information presently available to management, and the Company
assumes no obligation to update any forward-looking statements.
DATASOURCE: CheckFree Corporation CONTACT: Media relations, Judy
DeRango Wicks, +1-678-375-1595, , or Investor relations, Tina
Moore, +1-678-375-1278, Web site: http://www.checkfreecorp.com/
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