Valassis Will Be Bought by Harland Clarke for $1.84 Billion

Valassis Communications Inc., the marketing company that distributes coupon packets and “Have You Seen Me?” missing-children notices, will be acquired by Harland Clarke Holdings Corp. in a deal valued at about $1.84 billion.

Valassis investors will get $34.04 a share in cash through a tender offer, San Antonio-based Harland Clarke said today in a statement. That represents a 20 percent premium over Valassis’ closing price of $28.30 yesterday.

Valassis, based in Livonia, Michigan, offers a range of marketing services -- everything from direct-mail inserts to in-store coupon dispensers. Merging the businesses will create a marketing company that caters to the world’s biggest financial institutions, big-box retailers and government customers, said Chuck Dawson, chief executive officer of Harland Clarke.

“The acquisition of Valassis is transformational for Harland Clarke Holdings, enabling us to further diversify our portfolio and expand our client base of more than 15,000 client accounts,” Dawson, whose company offers payment and marketing services, said in the statement.

The deal is expected to close in the first quarter of next year, after Valassis pays its previously announced dividend on Jan. 15, according to the statement. Harland Clarke, owned by billionaire Ron Perelman’s investment company MacAndrews & Forbes Holdings Inc., has lined up financing from Credit Suisse Group AG, Bank of America Corp. and Citigroup Inc. to pay for the transaction.

Deal Advisers

Bank of America Merrill Lynch and Raine Group served as financial advisers to Harland Clarke, while Wachtell, Lipton, Rosen & Katz provided legal help. Cleary Gottlieb Steen & Hamilton LLP advised the company on the financing deal. JPMorgan Chase & Co. was Valassis’ financial adviser, with Kirkland & Ellis LLP and McDermott Will & Emery LLP serving as legal adviser.

Valassis shares rose 22 percent to $34.60 at the close in New York. The stock had climbed 9.8 percent this year through yesterday.

Valassis also uses its marketing channels to distribute photos of missing children, part of a program started in 1985 with the National Center for Missing and Exploited Children and the U.S. Postal Service.

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