SHOREVIEW, Minn.--(BUSINESS WIRE)--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.
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.
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.
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.