DALLAS, Dec. 10, 2014 /PRNewswire/ -- Alliance Data
Systems Corporation (NYSE: ADS), a leading global provider of
data-driven marketing and loyalty solutions, announced today that
it has completed the acquisition of Conversant, Inc. ("Conversant")
pursuant to the terms of the previously announced Agreement and
Plan of Merger, dated as of September 11,
2014 (the "Merger Agreement"), by and among Alliance Data,
Conversant and Amber Sub LLC, a Delaware limited liability company and a
wholly-owned subsidiary of Alliance Data ("Merger Sub"). On
December 10, 2014, Conversant merged
with and into Merger Sub, with Merger Sub continuing as the
surviving entity and a direct wholly-owned subsidiary of Alliance
Data (the "Merger"). Concurrently with the closing of the
Merger, Merger Sub changed its name to Conversant LLC. The
parties have determined that the Merger is structured as a forward
merger for tax considerations.
In the Merger, Alliance Data paid a total of approximately
$991.5 million in cash and issued
approximately 4,608,630 shares of Alliance Data common stock to
former stockholders of Conversant, and will grant equity awards
representing approximately 231,354 shares of Alliance Data common
stock in respect of the Conversant equity awards converted into
Alliance Data equity awards in the Merger. The cash component
of the merger consideration was funded by Alliance Data with
borrowings under its credit agreement.
Conversant, which will operate under Epsilon, establishes a
unique end-to-end marketing services company that will empower
clients to more effectively market to their customers across all
channels. The acquisition is expected to be complementary to
Alliance Data's existing business lines, and Conversant's solution
and capabilities are expected to enhance Epsilon's existing offline
and online data set, allowing for more effective targeted marketing
programs across an expanded distribution network. Most importantly,
the combination of the two companies provides scale in the rapidly
growing display, mobile, video and social digital channels, and
adds essential capabilities to Epsilon's digital loyalty platform,
Agility Harmony™.
About Alliance Data
Alliance Data® (NYSE: ADS) and its combined
businesses is a leading global provider of data-driven marketing
and loyalty solutions serving large, consumer-based industries. The
Company creates and deploys customized solutions, enhancing the
critical customer marketing experience; the result is measurably
changing consumer behavior while driving business growth and
profitability for some of today's most recognizable brands.
Alliance Data helps its clients create and increase customer
loyalty through solutions that engage millions of customers each
day across multiple touch points using traditional, digital, mobile
and emerging technologies. An S&P 500 company headquartered in
Dallas, Alliance Data and its
three businesses employ more than 15,000 associates at
approximately 100 locations worldwide. Alliance Data was named to
FORTUNE magazine's 2014 list of World's Most Admired
Companies.
Alliance Data consists of three businesses: Alliance Data Retail
Services, a leading provider of marketing-driven credit solutions;
Epsilon®, a leading provider of multichannel,
data-driven technologies and marketing services; and
LoyaltyOne®, which owns and operates the AIR
MILES® Reward Program, Canada's premier coalition loyalty program.
For more information about the company, visit our website,
www.alliancedata.com, or follow us on Twitter via
@AllianceData.
Alliance Data's Safe Harbor Statement/Forward Looking
Statement
This release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements may use words such as "anticipate," "believe," "
continue," "could," "estimate," "expect," "intend," "predict,"
"project," "would" and similar expressions as they relate to us or
our management. When we make forward-looking statements, we are
basing them on our management's beliefs and assumptions, using
information currently available to us. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, these forward-looking statements are subject to risks,
uncertainties and assumptions, including those discussed in our
filings with the Securities and Exchange Commission.
If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, actual results may vary materially from what we
projected. Any forward-looking statements contained in this
presentation reflect our current views with respect to future
events and are subject to these and other risks, uncertainties and
assumptions relating to our operations, results of operations,
pending acquisition, growth strategy and liquidity. We have no
intention, and disclaim any obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future results or otherwise, except as required by law.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: Statements in this presentation regarding
Alliance Data Systems Corporation's business which are not
historical facts are "forward-looking statements" that involve
risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see "Risk
Factors" in the Company's Annual Report on Form 10-K for the most
recently ended fiscal year. Risk factors may be updated in Item 1A
in each of the Company's Quarterly Reports on Form 10-Q for each
quarterly period subsequent to the Company's most recent Form
10-K.
Contact:
Investors/Analysts
Tiffany
Louder
Alliance
Data
214-494-3048
Tiffany.Louder@AllianceData.com
Media
Shelley
Whiddon
Alliance
Data
214-494-3811
Shelley.Whiddon@AllianceData.com
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SOURCE Alliance Data Systems Corporation