Private Business (NASDAQ:PBIZ)
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Private Business, Inc. (NASDAQ: PBIZ), ("PBiz") and
privately-held Captiva Solutions, LLC of Atlanta, Georgia ("Captiva")
today announced that they have agreed to merge their respective
businesses. This combination will bring together the financial
technology products and services of PBiz with the financial
institution core and item processing products and services of Captiva
to better serve community financial institutions and their customers.
In the merger, PBiz will pay approximately $6.0 million in cash
and 757,576 shares of PBiz common stock at closing to Captiva's
owners. In addition Captiva can earn up to an additional 1,212,122
shares of PBiz common stock based upon the growth of the combined
entity in 2006. The transaction is expected to be neutral to slightly
accretive to earnings in 2007 and accretive to earnings in 2008 and
thereafter.
On the closing of the transaction, Mr. Lynn Boggs, the current CEO
of Captiva, will become Chief Executive Officer of PBiz, and Henry
Baroco, the current CEO of PBiz, will become the President and Chief
Operating Officer of PBiz. Prior to Captiva, Mr. Boggs served as
President and Chief Operating Officer of InterCept, Inc. and prior to
that was the Chief Executive Officer of Towne Services, Inc., which
PBiz acquired in 2001. Mr. Boggs has over twenty years of experience
in the financial services industry.
Mr. Baroco said, "I have known Lynn Boggs professionally for many
years and am excited that we will have this opportunity to work
together again." He continued, "This transaction is an important step
in the execution of our strategic plan to offer a full product suite
to community financial institutions. I believe with the consolidation
that has occurred among core processors, community financial
institutions are looking for a partner who understands their needs."
Mr. Boggs stated, "The team at Captiva is excited about joining
forces with Henry Baroco and his team and believe the combined company
will offer greater value to both our customers and our shareholders.
The new company will bring together the best products and technology
from both PBiz and Captiva. We intend to leverage the existing PBiz
infrastructure to broaden our combined product offerings to community
financial institutions."
The board of directors of PBiz and the board of managers and
members of Captiva have approved the transaction. The transaction
remains subject to the approval of the shareholders of PBiz at a
special meeting and is expected to close in the fourth quarter of
2005. Lightyear PBI Holdings, LLC ("Lightyear"), an affiliate of the
Lightyear Fund, L.P., is the controlling shareholder of PBiz.
Lightyear supports the transaction and has agreed to vote in favor of
the transaction. Lightyear also has committed to finance the
transaction if requested by an independent PBiz Board committee in
certain circumstances. The Lightyear Fund, L.P. is advised by
Lightyear Capital LLC, a New York-based private equity investment firm
that primarily makes control investments in mid-sized companies within
the financial services industry.
Lane, Berry & Co. International, LLC was engaged by the PBiz Board
to prepare a fairness opinion in connection with the transaction.
Lane, Berry has determined and reported to the PBiz Board that the
transaction is fair to PBiz from a financial point of view. Their
report was presented to the PBiz Board on October 17, 2005.
In connection with the proposed merger, PBiz will file a proxy
statement with the Securities and Exchange Commission ("SEC") as soon
as practicable following the date hereof. The proxy statement will be
mailed to the shareholders of PBiz. PBIZ'S SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement (when available) and other
documents filed by PBiz with the SEC at the SEC's web site at
http://www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by PBIZ by
going to PBiz's Investor Relations page on its corporate website at
http://www.pbizinc.com.
About Captiva Solutions, LLC
Captiva Solutions, LLC (Captiva), established in 2005, provides
core data processing and item processing services to financial
institutions. Headquartered in Atlanta, Georgia, Captiva also
maintains an office in Denver, Colorado. For more information about
Captiva, contact Scott Meyerhoff, Executive Vice President, at (678)
966-0844.
About PBiz
Private Business, Inc. (PBiz) is a leading supplier of financial
technology to community banks and middle-market businesses. The
Company is headquartered in Brentwood, Tennessee, and its common stock
trades on The Nasdaq Stock Market under the symbol PBIZ.
Certain statements made in this press release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are based on management's current expectations and include
known and unknown risks, uncertainties and other factors, many of
which the company is unable to predict or control, that may cause the
company's actual results or performance to materially differ from any
future results or performance expressed or implied by such
forward-looking statements. These statements involve risks and
uncertainties, including, without limitation, risks and uncertainties
associated with the company's ability to integrate the combined
operations and management teams and achieve its growth plans, effects
of the merger, financing of the transaction, the receipt and timing of
shareholder approval, and the timing of closing the merger. These
risks and uncertainties are in addition to other factors detailed from
time to time in the company's filings with the Securities and Exchange
Commission. The company cautions investors that any forward-looking
statements made by the company are not necessarily indicative of
future performance. The company is not responsible for updating the
information contained in this press release beyond the published date,
or for changes made to this document by wire services or Internet
services.