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EXHIBIT 99(a)(2)
JOHN H. HARLAND BUYS CONCENTREX FOR $7.00 PER SHARE Monday, July 17, 2000 08:05
AM
PORTLAND, Ore., July 17 /PRNewswire/ -- Concentrex Incorporated (Nasdaq: CCTX,
news, msgs) announced today that it has reached an agreement with John H.
Harland Company (NYSE: JH, news, msgs) under the terms of which Harland will pay
approximately $140 million for Concentrex, taking into account the Company's
loan obligations and transaction-related expenses. The transaction will take the
form of a tender offer of $7.00 per Concentrex share and is expected to close in
August. The closing is subject to receiving a majority of Concentrex's
outstanding shares in the tender offer, receiving regulatory approval and other
closing conditions.
"There is little overlap between Harland's software division and Concentrex in
terms of products, and we believe this acquisition provides the best opportunity
for our employees and our customers," said Matt Chapman, Concentrex Chairman and
CEO. "Concentrex has been under extreme pressure because of concerns over our
financial situation and a transaction of this type was essential for the
Company. Getting the benefit of Harland's extremely strong balance sheet and
cash generation will address this financial concern, while providing a material
premium over the current share price for our shareholders." Concentrex also
announced today that its second quarter results are expected to be substantially
below analyst expectations, and, as a result, it is in default under the loan
covenants with its lenders. "Our financial position with our lenders is a
principal reason we have chosen to sell the company," added Chapman. Allen & Co.
was retained by Concentrex to assist it in pursuing strategic alternatives and
served as investment advisor in this transaction.
About Concentrex Incorporated
Concentrex Incorporated, based in Portland, Oregon, is a leading provider of
technology-powered solutions to deliver financial services, including a broad
range of traditional software and services integrated with leading e-commerce
solutions that already enable its customers to serve more than one million home
banking customers. Concentrex serves over 5,000 financial institutions of all
types and sizes in the United States. Concentrex has major offices in 11
additional cities across the country. Its World Wide Web site is
www.concentrex.com
About Harland
Atlanta-based John H. Harland Company (www.harland.net) is listed on the New
York Stock Exchange under the symbol "JH." Harland is a leading provider of
checks, financial software and direct marketing to the financial institution
market. Scantron Corporation (www.scantron.com), a wholly owned subsidiary, is a
leading provider of software services and systems for the collection, management
and interpretation of data to the financial, commercial and educational markets.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Concentrex Incorporated. At the time the offer is commenced
Harland will file a tender offer statement with the U.S. Securities and Exchange
Commission (SEC) and Concentrex will file a solicitation/recommendation
statement with respect to the offer. Concentrex shareholders are advised to read
the tender offer statement regarding the acquisition of Concentrex referenced in
this press release, and the related solicitation/recommendation statement. The
tender offer statement (including an offer to purchase, letter of transmittal
and related tender documents) and the solicitation/recommendation statement will
contain important information which should be read carefully before any decision
is made with respect to the offer. These documents will be made available to all
stockholders of Concentrex at no expense to them. These documents will also be
available at no charge on the SEC's web site at www.sec.gov.
This press release contains statements which may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements include statements regarding the intent, belief or
current expectations of John H. Harland Company, Concentrex Incorporated
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and members of their respective management, as well as the assumptions on which
such statements are based. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements. Reference is made to the Risk
Factors and Cautionary Statements of Harland's Form 10-K and Form 10-Q and to
Concentrex's Securities and Exchange Commission reports filed under the
Securities Exchange Act.
SOURCE Concentrex Incorporated
CONTACT: media, Tom Gauntt, Public Relations, ext. 2177, [email protected],
or investors, Deanna Whitestone, Investor Relations, ext. 2418,
[email protected], both of Concentrex Incorporated, 503-274-7280; or
John Pensec, Director of Corporate Communications, 770-593-5543,
[email protected], or Victoria P. Weyand, Vice President of Communications,
770-593-5127, [email protected], both of John H. Harland Company
