Filed by: Deluxe Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No.: 0-30791
Subject Company: eFunds Corporation
The following language is included in the Annual Report on Form 10-K
for the year ended December 31, 2000 which Deluxe Corporation will mail to its
shareholders on July 3, 2000.
"WE URGE INVESTORS AND SECURITY HOLDERS TO READ EFUND CORPORATION'S
REGISTRATION STATEMENT ON FORM S-4, INCLUDING THE PROSPECTUS RELATING TO THE
EXCHANGE OFFER DESCRIBED HEREIN, WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. WHEN THESE AND OTHER DOCUMENTS RELATING TO THE
TRANSACTION ARE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THEY MAY
BE OBTAINED FREE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. HOLDERS OF DELUXE COMMON
STOCK MAY ALSO OBTAIN EACH OF THESE DOCUMENTS (WHEN THEY BECOME AVAILABLE) FOR
FREE BY DIRECTING YOUR REQUEST TO DELUXE CORPORATION, C/O SHAREOWNER SERVICES,
P.O. BOX 64873, SAINT PAUL, MINNESOTA 55164-0873. THIS COMMUNICATION SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL
THERE BY ANY SALE OF SECURITIES IN ANY STATE IN WHICH THE OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE. NO OFFERING OF SECURITIES SHALL BE MADE
EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE
SECURITIES ACT OF 1933, AS AMENDED....
IPO/Split-off of eFunds
During 1999, the Company announced that it planned to reduce its corporate
support group and move most corporate resources into the Company's operating
units to enable them to operate more independently. These moves were
substantially completed by the end of 1999. In April 1999, the Company announced
that it was changing its business model to a holding company structure with four
independently operated business units: Paper Payment Systems; Electronic Payment
Solutions; Professional Services and Government Services. In January 2000, the
Company announced that its Board of Directors approved a plan to combine its
Electronic Payment Solutions, Professional Services and Government Services
segments into a separate, independent, publicly traded company to be called
eFunds Corporation ("eFunds"). Management believes that the plan to split-off
the Company's higher growth businesses is consistent with its strategy to create
strategically focused enterprises that can independently achieve their business
objectives, raise capital and pursue growth opportunities in their respective
markets. Management also believes that splitting-off its electronic payment and
e-commerce related businesses into a publicly traded company maximizes
shareholder value.
The Company has announced that eFunds plans to issue shares of its common stock
to the public through an initial public offering. After this offering, the
Company will continue to own at least 80.1% of eFunds' outstanding shares. The
Company plans to distribute all of its shares of eFunds' common stock to its
shareholders who tender shares of the Company's common stock in an exchange
offer (the Split-off). The Company intends to request a private letter ruling
from
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the Internal Revenue Service (IRS) that the Split-off would be a tax-free
transaction to the Company and its shareholders. The Split-off is contingent
upon the Company receiving a favorable tax ruling from the IRS.
As part of the Split-off, the Company and eFunds will enter into various
agreements that address the allocation of assets and liabilities between them
and that define their relationship after the separation. The agreements relate
to matters such as consummation of the public offering and the Split-off,
registration rights for the Company, intercompany loans, software development
and business process management services, indemnification, data sharing, real
estate matters, tax sharing and transition services."
