PBiz and Captiva Solutions Announce Definitive Merger Agreement
2005年10月21日 - 9:35PM
ビジネスワイヤ(英語)
Private Business, Inc. (NASDAQ: PBIZ), ("PBiz") and privately-held
Captiva Solutions, LLC of Atlanta, Georgia ("Captiva") today
announced that they have agreed to merge their respective
businesses. This combination will bring together the financial
technology products and services of PBiz with the financial
institution core and item processing products and services of
Captiva to better serve community financial institutions and their
customers. In the merger, PBiz will pay approximately $6.0 million
in cash and 757,576 shares of PBiz common stock at closing to
Captiva's owners. In addition Captiva can earn up to an additional
1,212,122 shares of PBiz common stock based upon the growth of the
combined entity in 2006. The transaction is expected to be neutral
to slightly accretive to earnings in 2007 and accretive to earnings
in 2008 and thereafter. On the closing of the transaction, Mr. Lynn
Boggs, the current CEO of Captiva, will become Chief Executive
Officer of PBiz, and Henry Baroco, the current CEO of PBiz, will
become the President and Chief Operating Officer of PBiz. Prior to
Captiva, Mr. Boggs served as President and Chief Operating Officer
of InterCept, Inc. and prior to that was the Chief Executive
Officer of Towne Services, Inc., which PBiz acquired in 2001. Mr.
Boggs has over twenty years of experience in the financial services
industry. Mr. Baroco said, "I have known Lynn Boggs professionally
for many years and am excited that we will have this opportunity to
work together again." He continued, "This transaction is an
important step in the execution of our strategic plan to offer a
full product suite to community financial institutions. I believe
with the consolidation that has occurred among core processors,
community financial institutions are looking for a partner who
understands their needs." Mr. Boggs stated, "The team at Captiva is
excited about joining forces with Henry Baroco and his team and
believe the combined company will offer greater value to both our
customers and our shareholders. The new company will bring together
the best products and technology from both PBiz and Captiva. We
intend to leverage the existing PBiz infrastructure to broaden our
combined product offerings to community financial institutions."
The board of directors of PBiz and the board of managers and
members of Captiva have approved the transaction. The transaction
remains subject to the approval of the shareholders of PBiz at a
special meeting and is expected to close in the fourth quarter of
2005. Lightyear PBI Holdings, LLC ("Lightyear"), an affiliate of
the Lightyear Fund, L.P., is the controlling shareholder of PBiz.
Lightyear supports the transaction and has agreed to vote in favor
of the transaction. Lightyear also has committed to finance the
transaction if requested by an independent PBiz Board committee in
certain circumstances. The Lightyear Fund, L.P. is advised by
Lightyear Capital LLC, a New York-based private equity investment
firm that primarily makes control investments in mid-sized
companies within the financial services industry. Lane, Berry &
Co. International, LLC was engaged by the PBiz Board to prepare a
fairness opinion in connection with the transaction. Lane, Berry
has determined and reported to the PBiz Board that the transaction
is fair to PBiz from a financial point of view. Their report was
presented to the PBiz Board on October 17, 2005. In connection with
the proposed merger, PBiz will file a proxy statement with the
Securities and Exchange Commission ("SEC") as soon as practicable
following the date hereof. The proxy statement will be mailed to
the shareholders of PBiz. PBIZ'S SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the proxy statement (when available) and other
documents filed by PBiz with the SEC at the SEC's web site at
http://www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by PBIZ by
going to PBiz's Investor Relations page on its corporate website at
http://www.pbizinc.com. About Captiva Solutions, LLC Captiva
Solutions, LLC (Captiva), established in 2005, provides core data
processing and item processing services to financial institutions.
Headquartered in Atlanta, Georgia, Captiva also maintains an office
in Denver, Colorado. For more information about Captiva, contact
Scott Meyerhoff, Executive Vice President, at (678) 966-0844. About
PBiz Private Business, Inc. (PBiz) is a leading supplier of
financial technology to community banks and middle-market
businesses. The Company is headquartered in Brentwood, Tennessee,
and its common stock trades on The Nasdaq Stock Market under the
symbol PBIZ. Certain statements made in this press release may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on management's current
expectations and include known and unknown risks, uncertainties and
other factors, many of which the company is unable to predict or
control, that may cause the company's actual results or performance
to materially differ from any future results or performance
expressed or implied by such forward-looking statements. These
statements involve risks and uncertainties, including, without
limitation, risks and uncertainties associated with the company's
ability to integrate the combined operations and management teams
and achieve its growth plans, effects of the merger, financing of
the transaction, the receipt and timing of shareholder approval,
and the timing of closing the merger. These risks and uncertainties
are in addition to other factors detailed from time to time in the
company's filings with the Securities and Exchange Commission. The
company cautions investors that any forward-looking statements made
by the company are not necessarily indicative of future
performance. The company is not responsible for updating the
information contained in this press release beyond the published
date, or for changes made to this document by wire services or
Internet services.
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