Harland Clarke Holdings signs agreement to acquire RetailMeNot for $630m


Integrated payment and retail solutions provider Harland Clarke Holdings (HCH) has entered a definitive agreement to purchase online coupon provider RetailMeNot for $630m.

According to the agreement, HCH will acquire all the outstanding shares of RetailMeNot Series 1 common stock for $11.60 a share in cash.

HCH is a wholly owned subsidiary of MacAndrews & Forbes, and owns global media solutions provider Valassis.

This deal will see Valassis' products from its diversified client base, combined with RetailMeNot's digital audience distribution and brand.

The transaction is expected to significantly advance RetailMeNot's aim of becoming a leading savings destination.

The merged entity will create an omnichannel media network with thousands of advertisers reaching millions of consumers worldwide.

"We are also meaningfully advancing our goal of becoming a leading savings destination for consumers."

Securing unanimous approval support of RetailMeNot's board of directors, the deal will be effective through a tender offer by a wholly owned subsidiary of HCH for all of the outstanding shares of Series 1 common stock of RetailMeNot.

After the completion of the tender offer, HCH will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price a share.

Upon completion of the deal, RetailMeNot will become a privately held company and RetailMeNot's Series 1 common shares will no longer be listed on any public market.

HCH CEO Victor Nichols said: "RetailMeNot provides a new global digital channel to distribute our clients' offers that perfectly complements Valassis' current digital, mobile, mail and other print networks.

"RetailMeNot's capabilities span multiple platforms and channels including web, mobile and app, delivering online coupons and sales, discounted gift cards, and cash back offers, along with food, dining and travel offers. 

"The addition of RetailMeNot brings Valassis' clients a new, vast and active consumer base explicitly seeking deals, offers and savings."

RetailMeNot founder and CEO Cotter Cunningham said: "Not only are we delivering an immediate and significant cash premium to our stockholders, but we are also meaningfully advancing our goal of becoming a leading savings destination for consumers.

"Having founded RetailMeNot over seven years ago, I firmly believe that Valassis not only shares our commitment to consumers and merchant partners, but supports continued innovation in driving new solutions for retailers and brands.

“I am confident in the future of RetailMeNot in its partnership with Valassis and look forward to working closely with the combined team to ensure together we become the premier savings destination."

Subject to customary closing conditions and regulatory approval, the transaction is expected to close in the second quarter of this year.