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ECHO
Press Releases 2006
FOR IMMEDIATE RELEASE
Intuit to Acquire Electronic Clearing House (ECHO)
to Expand Offering and Presence in Fast-Growing Payments Market
Mountain View &
Camarillo, Calif., Dec 14,
2006 -
Intuit Inc. (Nasdaq: INTU) and Electronic Clearing House, Inc. (Nasdaq: ECHO),
have signed a definitive
agreement for Intuit to acquire ECHO. Under the terms of the
agreement, Intuit will pay $18.75 per share in cash in exchange for
each share of ECHO common stock, including shares issuable
upon exercise of options. The total purchase price is approximately
$142 million on a fully-diluted basis.
ECHO, based in Camarillo,
Calif., is a leading provider of end-to-end payment processing
solutions, including check and bank card processing as well as check
verification, collection, and guarantee services and automatic
clearing house capabilities, or ACH.
"The acquisition of ECHO will
expand Intuit's reach and capabilities in the fast-growing payments
market," said Steve Bennett, Intuit president and chief executive
officer. "It will enhance our leadership position with small and
medium-size businesses and help us accelerate growth."
With ECHO's ACH capabilities,
Intuit will be able to round out its payment offering with check
services. The company will be able to offer solutions to merchants
through a single portal, that address the most commonly used payment
methods, including credit card, debit card, gift card, check
verification/guarantee and check conversion. The combined offerings
will be designed to save merchants time and money.
In addition, the acquisition of
ECHO will expand Intuit's sales and distribution channels and
provide relationships with thousands of customers, including larger
enterprise customers, such as retail and hotel chains.
"ECHO's comprehensive payment
processing services, technology platform, and established
relationships with customers and partners along with Intuit' strong
brand, innovative products and strong distribution are a winning
combination," said Chuck Harris, ECHO president and chief
operating officer. "We also expect that our leading technology
solution and our team of payment industry professionals will help
the combined company continue to deliver new and innovative
products."
The transaction is subject to
regulatory review, ECHO shareholder approval and other
customary closing conditions. The transaction is expected to close
in the first quarter of calendar year 2007, at which time ECHO
will become a wholly-owned subsidiary of Intuit, and ECHO's
stock will cease trading.
The executive officers and directors
of ECHO entered into voting agreements with Intuit, pursuant
to which the executive officers and directors agreed, among other
things, to vote their shares of ECHO common stock in favor of
the transaction.
The proposed acquisition was approved
by the board of directors of each company. Wedbush Morgan Securities
advised ECHO and rendered a fairness opinion in connection
with the acquisition.
About ECHO, Inc.
ECHO (www.echo-inc.com)
provides a complete solution for the payment processing needs of
merchants, banks and collection agencies. ECHO's services
include debit and credit card processing, check guarantee, check
verification, check conversion, check re-presentment and check
collection.
About Intuit Inc.
Intuit Inc. is a leading provider of
business and financial management solutions for small and mid-sized
businesses, consumers and accounting professionals. Its flagship
products and services, including QuickBooks®, Quicken® and TurboTax®
software, simplify small business management and payroll processing,
personal finance, and tax preparation and filing. ProSeries® and
Lacerte® are Intuit's leading tax preparation software suites for
professional accountants.
Founded in 1983, Intuit had annual
revenue of $2.3 billion in its fiscal year 2006. The company has
nearly 7,500 employees with major offices in 13 states across the
United States, and offices in Canada and the United Kingdom. More
information can be found at
www.intuit.com.
Forward-Looking Statements
This news release includes
forward-looking statements, including those regarding the proposed
acquisition of ECHO by Intuit and the anticipated reach,
capabilities and opportunities for the combined company, future
products and services, expected benefits to merchants and other
customers, market opportunities, expected customer base, and the
anticipated closing of the transaction. These statements are based
on certain assumptions and reflect our current expectations.
Statements including words such as "anticipate," "propose,"
"estimate," "believe" or "expect" and statements in the future tense
are forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or
achievements to differ materially from any future results,
performance, or achievements discussed or implied by such
forward-looking statements. Some of the factors that could cause
results to differ materially from the expectations expressed in
these forward-looking statements include the following: the risk
that the proposed transaction may not be completed in a timely
manner, if at all; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; risks related to the successful offering of the combined
company's products and services; the risk that the anticipated
benefits of the merger may not be realized; and other risks that may
impact Intuit's and ECHO's businesses, some of which are
discussed in the companies' reports filed with the Securities and
Exchange Commission (the "SEC") under the caption "Risks That Could
Affect Future Results" or "Risk Factors" and elsewhere, including,
without limitation, Intuit's Form 10-K for the fiscal year ended
July 31, 2006 and ECHO's 10-K for the year ended September 30, 2006.
Copies of Intuit's and ECHO's filings with the SEC can be obtained
on their websites, or at the SEC's website at
www.sec.gov. You can also obtain
Intuit's report through its Web site at
http://www.intuit.com/about_intuit/investors and ECHO's
reports through its Web site at
http://www.echo-inc.com/investors.html. Any forward-looking
statement is qualified by reference to these risks, uncertainties
and factors.
If any of these risks or
uncertainties materializes, the acquisition may not be consummated,
the potential benefits of the acquisition may not be realized, the
operating results of Intuit and ECHO could suffer, and actual
results could differ materially from the expectations described in
these forward-looking statements. Forward-looking statements speak
only as of the date of the document in which they are made. These
risks, uncertainties and factors are not exclusive, and Intuit and
ECHO undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that
may arise after the date of this release.
Additional Information About the
Proposed Transaction and Where You Can Find It
In connection with the proposed
transaction, ECHO intends to file a proxy statement and other
relevant materials with the Securities and Exchange Commission
("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION, STOCKHOLDERS OF ECHO ARE URGED TO READ THE
PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT
MATERIALS FILED BY ECHO WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy
statement and other relevant materials, when available, and any
other documents filed by ECHO with the SEC, may be obtained
free of charge at the SEC's website at
www.sec.gov. In addition, stockholders of ECHO may obtain
free copies of the documents filed with the SEC by contacting
ECHO Investor Relations at 800-262-3246 ext. 8533, or by email
to corp@echo-inc.com. You may
also read and copy any reports, statements and other information
filed by ECHO with the SEC at the SEC public reference room
at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 or visit the SEC's website for further
information on its public reference room.
ECHO and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from ECHO stockholders in favor of
the proposed transaction. Certain executive officers and directors
of ECHO have interests in the transaction that may differ
from the interests of stockholders generally. These interests will
be described in the proxy statement when it becomes available.
In addition, Intuit and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from ECHO's stockholders in favor of
the approval of the proposed transaction. Information concerning
Intuit's directors and executive officers is set forth in Intuit's
proxy statement for its 2006 annual meeting of stockholders, which
was filed with the SEC on November 3, 2006, and annual report on
Form 10-K filed with the SEC on September 15, 2006. These documents
are available free of charge at the SEC's web site at
www.sec.gov or by going to Intuit's
Investor Relations Website at
http://www.intuit.com/about_intuit/investors.
Contact:
Electronic Clearing House, Inc.
Donna Rehman, 805-419-8533
corp@ECHO-inc.com
http://www.echo-inc.com
or
Financial Relations Board
Erin Cox, 310-854-8319
ecox@frbir.com
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