Deluxe Corporation Signs Definitive Agreement to Acquire RDM Corporation of Canada
Deluxe Corporation (DLX, NYSE) announced today that, through a wholly owned subsidiary, it has entered into a definitive
agreement to acquire 100 percent of the stock of RDM Corporation (RC, TSX) of Canada for approximately $70 million US in cash, net
of estimated cash to be acquired. The closing of the transaction is subject to customary conditions in Canada, including court
approval, regulatory approval and the approval of RDM’s shareholders. The purchase price would be financed by using cash on hand
and Deluxe’s existing credit facility. On closing, RDM will become part of the growing suite of Treasury Management Solutions
offered by Deluxe.
RDM Corporation is a provider of remote deposit capture software and digital imaging solutions for financial institutions and
corporate clients. Founded in 1987 in Waterloo, Ontario, RDM is publicly traded on the Toronto Stock Exchange and primarily does
business in the United States.
RDM’s Board of Directors has unanimously approved of the acquisition and will recommend to RDM’s shareholders that they vote in
favor of the acquisition. Pursuant to the agreement, directors, officers, and several other investors, collectively holding
approximately 14 percent of RDM's common shares, have already agreed to support the transaction and each has entered into a support
agreement to vote their common shares in favor of the transaction. Closing of the transaction is expected to occur by the end of
March 2017.
For more than 100 years, Deluxe Corporation has been a leading provider of products and services to financial institutions and
small businesses. Deluxe has approximately 5,600 financial institution customers that rely on it for industry-leading programs in
checks, data-driven marketing, treasury management and digital engagement solutions. Deluxe acquired WAUSAU Financial Systems in
2014, FISC in 2015 and Data Support Systems in 2016 building on a commitment to serve commercial financial institutions through
treasury management solutions.
RDM customers include four of the top 10 banks in the US market and 31 percent of the top 100 Fortune 500 companies. RDM
provides a robust suite of payments remittance processing and digital imaging software, scanner hardware and professional
services.
About Deluxe
Deluxe Corp. is a growth engine for small businesses and financial institutions. Nearly 4.4 million small business customers
access Deluxe’s wide range of products and services, including customized checks and forms, as well as website development and
hosting, email marketing, social media, search engine optimization and logo design. For our approximately 5,600 financial
institution customers, Deluxe offers industry-leading programs in checks, data driven marketing, treasury management and digital
engagement solutions. Deluxe is also a leading provider of checks and accessories sold directly to consumers. For more information,
visit us at www.deluxe.com, www.facebook.com/deluxecorp or www.twitter.com/deluxecorp.
About RDM
RDM Corporation provides large financial institutions with Remote Deposit Capture (RDC) solutions designed to help their clients
simplify the way they do business. Working with clients for over 25 years, RDM provides both software and hardware solutions
including web-based and mobile RDC, and manufactures a multiple range of digital imaging scanners. Four of the top ten financial
institutions in the United States use RDM’s payment processing solutions. RDM serves 31 percent of the top 100 Fortune 500
companies including brokerage firms, big-box retailers, healthcare and insurance providers, and government entities. RDM processes
over $600 billion in payments annually and helps financial institutions increase revenue, expand market share and improve customer
service for over 80,000 end users. Visit www.rdmcorp.com to learn more.
Forward-Looking Statements
Certain statements contained in this communication, including statements about the pending acquisition of RDM, its effects, and
the Company’s outlook, constitute “forward-looking statements.”
Forward-looking statements can usually be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,”
“could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,”
“project,” “should,” “will” and other expressions which indicate future results, events or trends. Such statements reflect
management’s current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events
to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation
include, but are not limited to, the following: the risk that the acquisition will not be consummated within the expected time
period or at all; the acquisition may involve unexpected costs, liabilities or delays; Deluxe may be unable to achieve expected
synergies and operating efficiencies from the acquisition within the expected time frames or at all; the integration of RDM into
Deluxe’s business may be unsuccessful, or more difficult, time consuming or costly than expected; revenues following the
acquisition may be lower than expected; operating costs, customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following
the acquisition; uncertainties surrounding the acquisition; the impact that a deterioration or prolonged softness in the economy
may have on demand for the Company’s products and services; the inherent unreliability of earnings, revenue and cash flow
predictions due to numerous factors, many of which are beyond the Company’s control; declining demand for the Company’s check and
check-related products and services due to increasing use of other payment methods; intense competition in the check printing
business continued consolidation of financial institutions and/or additional bank failures, thereby reducing the number of
potential customers and referral sources and increasing downward pressure on the Company’s revenue and gross profit; risks that the
Small Business Services segment strategies to increase its pace of new customer acquisition and average annual sales to existing
customers, while at the same time maintaining its operating margins, are delayed or unsuccessful; risks that the Company’s recent
acquisitions do not produce the anticipated results or revenue synergies; risks that the Company’s cost reduction initiatives will
be delayed or unsuccessful; performance shortfalls by one or more of the Company’s major suppliers, licensors or service providers;
unanticipated delays, costs and expenses in the development and marketing of products and services, including web services and
financial technology solutions; the failure of such products and services to deliver the expected revenues and other financial
targets; risks of unfavorable outcomes and the costs to defend litigation and other disputes; and the impact of governmental laws
and regulations.
Our forward-looking statements speak only as of the time made, and we assume no obligation to publicly update any such
statements. Additional information concerning these and other factors that could cause actual results and events to differ
materially from the Company’s current expectations are contained in the Company’s Form 10-K for the year ended December 31,
2015.
Deluxe Corporation
Edward A. Merritt, 651-787-1068
Chief Financial Officer (Interim), Treasurer
and Vice President of Investor Relations
Ed.Merritt@Deluxe.com
or
Cameron Potts, 651-233-7735
Vice President, Public Relations
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