Source: CheckFree Corporation
CheckFree Corporation (Nasdaq: CKFR) today announced the completion of its acquisition of Corillian Corporation (Nasdaq: CORI), a Hillsboro, Ore.-based online banking software and services firm.
Under the terms of the agreement, CheckFree acquired all outstanding shares of Corillian common stock at a price of $5.15 per share in cash, for a total purchase price of approximately $245 million on a fully diluted basis, primarily funded by its revolving credit facility.
The acquisition brings together two industry leaders in financial electronic commerce. The combined organization will have the potential to provide a market-leading, fully integrated, secure and scalable online banking, electronic billing and payment platform. Together, CheckFree and Corillian's platforms serve 21 of the top 25 financial institutions, more than 40 million online banking consumers, more than 31 million electronic billing and payment consumers, and more than 250,000 small businesses.
"CheckFree's strategy is to deliver innovation in online financial services to help banks, credit unions and other financial institutions fully realize their customer acquisition, retention and profitability goals," said Pete Kight, CheckFree chairman and chief executive officer. "Corillian shares our vision of optimizing the online financial services experience by offering broader payment capabilities, integrated self-service tools and helping financial institutions generate revenues through the online channel."
As an integrated organization, CheckFree and Corillian plan to deliver a complete suite of online financial services solutions that provides a rich user experience, simplifies the customer enrollment and bill activation processes, drives increased consumer usage of online financial services, and enables banks to cross-sell products and deliver premium services. The combined company plans to deliver highly flexible deployment options to help customers manage total cost of ownership, including hosted, software-based and flexible component solutions to meet the requirements of financial institutions of virtually any size.
"We expect the Corillian transaction to add between $7 million and $9 million of underlying revenue for the fourth quarter of fiscal 2007, ending June 30, 2007," stated David Mangum, CheckFree chief financial officer. "CheckFree expects the transaction to be $0.01 to $0.02 dilutive to CheckFree's underlying earnings per share in the fourth quarter of fiscal 2007, and for fiscal 2007 as a whole, primarily due to the interest expense on our revolving line of credit," said Mangum.
CheckFree is in the process of finalizing its purchase accounting for the Corillian acquisition, including a review of the expected impact from acquisition-related intangible amortization expenses, the expected purchase accounting reduction in the value of the deferred revenue acquired with Corillian, and acquisition-related integration costs, and thus cannot provide an expected range of additional GAAP revenues for the fourth quarter of fiscal 2007 from the acquisition or the expected range of dilutive impact to GAAP earnings per share in the fourth quarter of fiscal 2007 or the current fiscal year. CheckFree will provide fiscal 2008 GAAP and underlying earnings per share expectations on its fourth quarter earnings conference call.
The differences between GAAP and underlying revenue expectations addressed above for the fourth quarter of fiscal 2007 are expected to be due to a decrease in the value of the deferred revenue liability acquired with Corillian expected to result from a required purchase accounting revaluation, and the related income tax benefit. The differences between GAAP and underlying earnings expectations addressed above for the fourth quarter of fiscal 2007 and fiscal 2007 are expected to be due to interest expense on the company's revolving line of credit, acquisition-related intangible amortization expenses, a purchase accounting reduction in the value of the deferred revenue acquired with Corillian, acquisition-related integration costs and the related income tax charges or benefits from each of the foregoing.