Source: Private Business
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.