[LOGO](R) [LOGO](R)
SYNOVUS (R) TOTAL SYSTEM SERVICES, INC.(R)
FINANCIAL CORP.
NEWS RELEASE
Filed by Synovus Financial Corp.
Commission File No. 001-10312
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: ProCard, Inc.
On March 6, 2000, Synovus Financial Corp., a Georgia corporation, Total
System Services, Inc., a Georgia corporation, and ProCard, Inc., a Delaware
corporation, jointly issued the following press release:
For immediate release
Contacts:
Eric Bruner Jerry Wagner Danita Gibson-Lloyd
Synovus Media Relations ProCard Marketing TSYS Corporate Communications
(706) 644-8457 (303) 216-4055 (706) 649-5578
[email protected] [email protected] [email protected]
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TSYS Parent Company Synovus To Acquire ProCard
Deal Aligns Two Market Leaders in the Commercial Card Arena
Columbus, Ga., March 6, 2000 - The parent company of Total System Services,
Inc(R), (TSYS(R)) (NYSE: "TSS"), Synovus Financial Corp.(R) (Synovus(R)) (NYSE:
"SNV"), today announced an agreement to acquire ProCard, Inc. (R), (ProCard) a
leading provider of software and Internet tools designed to assist organizations
with the management of purchasing, travel and fleet card programs. This
acquisition offers Synovus the opportunity to further expand the services TSYS
offers to clients who want to build their commercial card portfolios. When
Synovus completes this acquisition, ProCard will operate in Golden, CO. as a
wholly owned subsidiary of Synovus.
The integration of ProCard's software solutions with TSYS' processing
systems and its suite of products is expected to enhance TSYS' transition to a
totally electronic reporting environment for its commercial clients. TSYS will
deliver detailed Level III transaction data through ProCard's systems, which
will provide corporations with intelligent data over the Internet to facilitate
better business decisions. TSYS currently processes approximately 86 percent of
the domestic Visa and MasterCard commercial cards and 100 percent of all
bankcards issued to federal government agencies participating in the General
Services Administration's Smart Pay program.
"I am delighted to welcome ProCard to the Synovus family of companies,"
said James H. Blanchard, chairman and CEO of Synovus Financial Corp. "We believe
the ProCard acquisition will strengthen and enhance our e-based strategies and
enhance our e-commerce offerings to TSYS' commercial clients, who represent
approximately 1.5 million corporate accounts."
"Our combination of Internet-based products and services with the
recognized leader in commercial card processing offers commercial clients an
integrated solution for purchase, travel expense report management and fleet
management," said Dale Browning, president and CEO of ProCard. "Through the
Internet, we offer businesses a better way to monitor and manage their
commercial accounts."
"The ProCard and TSYS alliance will provide corporations, universities
and government agencies with state-of-the-art transaction management software
solutions," said Stanley Pipes, TSYS senior vice president of commercial
services. "This addition to the Synovus family is a win-win for TSYS and our
clients that will enable us to offer an array of products to promote purchasing
card as the preferred payment vehicle for Internet-based commerce."
The acquisition of ProCard is subject to, among other conditions,
approval by the stockholders of ProCard and regulatory approval.
- more -
TSYS Parent Company Synovus To Acquire ProCard/p.2
About ProCard, Inc.
ProCard is a leader in customized, Internet, Intranet and client/Server
software solutions for commercial card management programs. In cooperation with
commercial card bank issuers, ProCard technology has been installed and is
actively used at corporations, federal, state and local government agencies and
major educational institutions. ProCard's applications serve 93 Fortune 500
companies. See ProCard on the Web at www.procard.com.
About Synovus Financial Corp.
Synovus Financial Corp. is a multi-financial services company with more
than $12.5 billion in assets based in Columbus, Ga. Synovus is composed of 38
banks serving communities throughout Georgia, Alabama, Florida and South
Carolina; an 80.8 percent ownership of Total System Services, Inc., the global
solutions provider for all commerce; Synovus Trust Company, one of the
Southeast's largest providers of trust services; Synovus Securities, Inc., a
full-service brokerage firm; Synovus Mortgage Corp., which offers mortgage
services throughout the Southeast; and Synovus Insurance Services. See Synovus
on the web at www.synovus.com.
About Total System Services, Inc.
TSYS provides global commerce solutions. With more than 207.9 million
accounts on file, TSYS facilitates the payment exchange between buyers and
sellers for approximately 291 million consumers. TSYS' systems capture and
deliver more of the right information to TSYS' clients allowing them to make
wiser business decisions. TSYS and its family of companies offer a full range of
business services from credit application to collections, allowing TSYS' clients
to focus on building their brands while we focus on safety, security, ease and
convenience. Based in Columbus, Ga., TSYS (www.totalsystem.com) is an 80.8
percent-owned subsidiary of Synovus Financial Corp., No. 5 on FORTUNE magazine's
list of "The 100 Best Companies To Work For" in 2000.
This press release contains forward-looking statements that involve
risks and uncertainties that could cause the results of Synovus and TSYS to
differ materially from those expressed or implied by such forward-looking
statements. Forward-looking statements contained in this press release include,
but are not limited to, the intent, belief or current expectations of Synovus
and TSYS and members of their senior management teams with respect to the
successful assimilation of ProCard into the Synovus family of companies and the
success of new products and services, as well as the assumptions upon which such
statements are based. These risks include, but are not limited to, the timely
development and acceptance of new products and services, technological changes
and systems integration being harder to make or more expensive than expected,
adverse developments with respect to entering into contracts with new clients
and retaining current clients, adverse developments with respect to the
successful conversion of clients, adverse developments with respect to the
credit card industry in general and overall market conditions. Additional
factors that could cause actual results to differ materially from those
contemplated in this press release can be found in Synovus' and TSYS' Securities
and Exchange Commission (the "SEC") reports, including but not limited to, the
quarterly reports on 10-Q for the quarter ended September 30, 1999.
Synovus will be filing a Registration Statement on Form S-4 and other
relevant documents concerning the merger with the SEC. Such document also will
serve as a proxy statement for ProCard, a privately-held company. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents free of charge at the SEC's Web site,
www.sec.gov. In addition, documents filed with the SEC by Synovus will be
available free of charge from the Corporate Secretary of Synovus at Suite 301,
One Arsenal Place, 901 Front Avenue, Columbus, Georgia 31901, Telephone
706-649-4751. READ THE REGISTRATION STATEMENT CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER.
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