Catalina (NYSE:POS)
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Catalina Marketing Corporation (NYSE:POS) announced today that it has
filed a definitive proxy statement for a special meeting of stockholders
for the purpose of voting on a proposal to approve its previously
announced merger agreement with funds affiliated with Hellman & Friedman
LLC. The special meeting is scheduled to be held at the offices of Paul,
Hastings, Janofsky & Walker LLP, 75 East 55th Street New York, NY, on
August 13, 2007 at 10 A.M. Eastern Daylight Time. Stockholders of record
as of the close of business on June 28, 2007 will be entitled to vote at
the special meeting of stockholders. The company expects to commence the
mailing of the notice of meeting and definitive proxy statement to
stockholders on or about July 12, 2007.
The board of directors of Catalina Marketing Corporation, following the
unanimous recommendation of a special committee of independent
directors, has unanimously approved the merger agreement (with Jeffrey
W. Ubben, a principal of ValueAct Capital, not participating) and
recommends that Catalina’s stockholders vote
to adopt the merger agreement and approve the merger.
The merger is expected to close shortly after the special meeting of
stockholders, subject to the requisite approval of Catalina’s
stockholders at the special meeting and the satisfaction of other
customary closing conditions.
In connection with the merger agreement, Frederick W. Beinecke, the
chairman of the board of directors of the company, and Antaeus
Enterprises, an affiliate of Mr. Beinecke, have entered into a voting
agreement with Hellman & Friedman pursuant to which Mr. Beinecke and
Antaeus will vote the aggregate of 2.9 million shares of common stock
owned by them in favor of the transaction. It is noted also that
ValueAct has previously signed an agreement with the company pursuant to
which ValueAct will vote the 7.2 million shares owned by it and its
affiliates in favor of the transaction with Hellman & Friedman.
Stockholders with questions regarding the special meeting may contact
Investor Relations at 727-579-5116 or our proxy solicitor, Georgeson
Inc., toll free at 866-541-3556.
Participants in the Solicitation
Catalina Marketing Corporation and its executive officers and directors
may be deemed, under SEC rules, to be participants in the solicitation
of proxies from Catalina Marketing Corporation’s
stockholders with respect to the special meeting of stockholders.
Information regarding the officers and directors of Catalina Marketing
Corporation is included in its 10-KT/A filed with the SEC on April 27,
2007. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities,
holdings otherwise, is set forth in the proxy statement and other
materials filed with the SEC in connection with the proposed transaction.
About the Transaction
In connection with the proposed merger, Catalina Marketing Corporation
will file a proxy statement with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the proxy statement and other
documents filed by Catalina Marketing Corporation at the Securities and
Exchange Commission's Web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for
free by directing such request to Catalina Marketing Corporation,
Investor Relations, 200 Carillon Parkway, St. Petersburg, FL 33716,
telephone: (727) 579-5116 or on the company's website at http://phx.corporate-ir.net/phoenix.zhtml?c=72727&p=irol-IRHome.
About Catalina Marketing Corporation
Based in St. Petersburg, FL, Catalina Marketing Corporation (www.catalinamarketing.com)
was founded 24 years ago based on the premise that targeting
communications based on actual purchase behavior would generate more
effective consumer response. Today, Catalina Marketing combines
unparalleled insight into consumer behavior with dynamic consumer
access. This combination of insight and access provides marketers with
the ability to execute behavior-based marketing programs, ensuring that
the right consumer receives the right message at exactly the right time.
Catalina Marketing offers an array of behavior-based promotional
messaging, loyalty programs and direct-to-patient information.
Personally identifiable data that may be collected from the company's
targeted marketing programs, as well as its research programs, are never
sold or provided to any outside party without the express permission of
the consumer.
About Hellman & Friedman LLC
Hellman & Friedman LLC is a leading private equity investment firm with
offices in San Francisco, New York and London. The Firm focuses on
investing in superior business franchises and serving as a value-added
partner to management in select industries including media and marketing
services, financial services, professional services, asset management,
software and information services, and energy. Since its founding in
1984, the Firm has raised and, through its affiliated funds, managed
over $16 billion of committed capital and is currently investing its
sixth partnership, Hellman & Friedman Capital Partners VI L.P., with
over $8 billion of committed capital. Representative investments
include: DoubleClick, Young & Rubicam, Digitas Inc., The Nielsen
Company, Axel Springer AG, and ProSiebenSat.1.
Certain statements in the preceding paragraphs are forward-looking,
and actual results may differ materially. Statements not based on
historic facts involve risks and uncertainties, including, but not
limited to, the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement with
Hellman & Friedman, the outcome of any legal proceedings that may be
instituted against the company related to the merger agreement; the
inability to complete the merger due to the failure to obtain
stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger; and risks that the proposed
transaction diverts management or disrupts current plans and operations
and any potential difficulties in employee retention as a result of the
merger and the impact of the substantial indebtedness to be
incurred to finance the consummation of the merger.