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EXHIBIT (A)(7)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell these securities. The Offer (as defined below) is made solely by
the Offer to Purchase dated July 21, 2000 and the related Letter of Transmittal,
and is not being made to (nor will tenders be accepted from) holders of Shares
(as defined below) in any jurisdiction in which the Offer or acceptance thereof
would not be in compliance with the securities laws of such jurisdiction. In
those jurisdictions where the securities laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of the
Offeror by one or more registered brokers or dealers licensed under the laws of
such jurisdictions.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CONCENTREX INCORPORATED
BY
JH ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
JOHN H. HARLAND COMPANY
JH Acquisition Corp., an Oregon corporation (the "Offeror") and a wholly
owned subsidiary of John H. Harland Company, a Georgia corporation ("Harland"),
is offering to purchase all of the outstanding shares of common stock, no par
value per share (the "Shares"), of Concentrex Incorporated, an Oregon
corporation (the "Company"), at a purchase price of $7.00 per Share, net to the
seller in cash less any required withholding taxes and without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated July 21, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 18, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of
Shares that would constitute more than fifty percent (50%) of the Shares that
are outstanding determined on a fully diluted basis, (ii) any waiting period
under the HSR Act (as defined in the Offer to Purchase) applicable to the
purchase of Shares pursuant to the Offer having expired or having been
terminated prior to the expiration of the Offer, and (iii) the satisfaction or
waiver of certain other terms and conditions.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of July 17, 2000 (the "Merger Agreement"), among Harland, the Offeror and
Concentrex. The Merger Agreement provides that, among other things, after the
purchase of Shares pursuant to the Offer and the satisfaction of the other
conditions set forth in the Merger Agreement and in accordance with the relevant
provisions of the Oregon Business Corporation Act, as amended (the "OBCA"), the
Offeror will be merged with and into Concentrex (the "Merger"). Following
consummation of the Merger, Concentrex will continue as the surviving
corporation (the "Surviving Corporation") and will be a wholly owned subsidiary
of Harland. At the effective time of the Merger (the "Effective Time"), each
Share that is issued and outstanding (other than Shares owned by Concentrex, any
subsidiary of Concentrex, Harland, the Offeror, any other subsidiary of Harland)
will be converted into the right to receive from the Surviving Corporation $7.00
in cash, less any required withholding taxes and without interest thereon (the
"Offer Price"). Stockholders of Concentrex are not entitled to dissenter's
rights under the OBCA.
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In connection with the Merger Agreement, the Offeror and Harland entered
into Tender Agreements dated as of July 17, 2000 (the "Tender Agreements"), with
each of the following stockholders of Concentrex: Matthew W. Chapman, Robert P.
Chamness and Robert T. Jett (the "Tendering Stockholders"). Pursuant to the
Tender Agreements, the Tendering Stockholders have agreed to tender the 457,952
Shares owned by them (the "Committed Shares") pursuant to the Offer. The
Committed Shares represent approximately 7.64% of the Shares that, as of July
17, 2000, were issued and outstanding on a fully diluted basis (assuming the
exercise of all "in-the-money" stock options).
THE BOARD OF DIRECTORS OF CONCENTREX HAS ADOPTED THE MERGER AGREEMENT AND
APPROVED THE OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE OFFER
AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, CONCENTREX'S
STOCKHOLDERS, AND RECOMMENDS THAT CONCENTREX'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER ALL THEIR SHARES PURSUANT TO THE OFFER.
For purposes of the Offer, the Offeror will be deemed to have accepted for
payment, and thereby purchased Shares validly tendered and not withdrawn, if and
when the Offeror gives oral or written notice to Chase Mellon Shareholder
Services (the "Depositary") of the Offeror's acceptance of such Shares for
payment. In all cases, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price with the Depositary, which shall act as
agent for tendering stockholders for the purpose of receiving payment from the
Offeror and transmitting payment to the tendering stockholders. Payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required guarantees, or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase) and (iii) any
other documents required by the Letter of Transmittal.
If any of the conditions set forth in the Offer to Purchase that relate to
the Offeror's obligations to purchase the Shares are not satisfied by 12:00
Midnight, New York City time, on Friday, August 18, 2000 (or any other time then
set as the Expiration Date), the Offeror may, subject to the terms of the Merger
Agreement, (i) extend the Offer and, subject to applicable withdrawal rights,
retain all tendered Shares until the expiration of the Offer as so extended,
(ii) subject to complying with applicable rules and regulations of the
Securities and Exchange Commission, accept for payment all Shares so tendered
and not extend the Offer, or (iii) terminate the Offer and not accept for
payment any Shares and return all tendered Shares to tendering stockholders. The
term "Expiration Date" shall mean 12:00 Midnight, New York City time, on Friday,
August 18, 2000, unless the Offeror shall have extended the period of time for
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date at which the Offer, as so extended by the Offeror,
shall expire.
Subject to the limitations set forth in the Offer and the Merger Agreement,
the Offeror reserves the right (but will not be obligated), at any time or from
time to time in its sole discretion, to extend the period during which the Offer
is open by giving oral or written notice of such extension to the Depositary and
by making a public announcement of such extension. There can be no assurance
that the Offeror will exercise its right to extend the Offer. Any extension of
the period during which the Offer is open will be followed, as promptly as
practicable, by public announcement thereof, such announcement to be issued not
later than 9:00 a.m., New York City Time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the rights of a tendering stockholder to withdraw such stockholder's Shares.
Except as otherwise provided in Section 4 of the Offer to Purchase, tenders
of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment, may also be
withdrawn at any time after September 19, 2000. For a withdrawal to be
effective, a written or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the back
cover of the Offer to Purchase. Any such notice of withdrawal must specify the
name of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder if different from the name
of the person who tendered the Shares. If certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then
prior to the physical release of such certificates, the serial numbers shown on
such certificates must be submitted to the Depositary and, unless such Shares
have been tendered for the account of an Eligible Institution (as defined in the
Offer to Purchase), the signature
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on the notice of withdrawal must be guaranteed by an Eligible Institution. If
Shares have been tendered pursuant to the procedures for book-entry transfer set
forth in Section 3 of the Offer to Purchase, the notice of withdrawal must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with withdrawn Shares, in which case a notice of withdrawal will
be effective if delivered to the Depositary by any method of delivery described
in this paragraph. All questions as to the form and validity (including time of
receipt) of a notice of withdrawal will be determined by the Offeror, in its
sole discretion, and its determination shall be final and binding on all
parties.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
Concentrex has provided to the Offeror its list of stockholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Any questions or requests for assistance or for copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent as set forth below, and copies will be
furnished promptly at the Offeror's expense. No fees or commissions will be
payable to brokers, dealers or other persons for soliciting tenders of Shares
pursuant to the Offer.
The Information Agent for the Offer is:
(Georgeson Shareholder Communications Inc. Logo)
17 State Street, 10(th) Floor
New York, NY 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
