Harland Clarke Holdings, a unit of New York-based billionaire Ron Perelman’s privately held conglomerate MacAndrews & Forbes Inc., said it agreed to acquire Austin, Texas-based RetailMeNot Inc. (NASDAQ: SALE), an aggregator of savings coupons connecting consumers with retailers, restaurants and brands, for $630 million.

Harland Clarke plans to combine its subsidiary Valassis, a leader in intelligent media delivery, with RetailMeNot, to create an omni-channel media network with tens of thousands of advertisers reaching hundreds of millions of consumers around the world. The company’s parent, MacAndrews & Forbes, has interests in a diversified portfolio of public and private companies, including AM General, Deluxe Entertainment Services Group Inc., Harland Clarke, Merisant, Revlon Inc., Scantron, Scientific Games Corp., SIGA Technologies Inc., Valassis and vTv Therapeutics LLC.

RetailMeNot, formerly Whaleshark Media, enables consumers across the globe to find hundreds of thousands of digital offers to save money while they shop or dine out. The company’s portfolio of coupon websites and mobile applications includes RetailMeNot.com in the United States; RetailMeNot.ca in Canada; VoucherCodes.co.uk in the United Kingdom; ma-reduc.com and Poulpeo.com in France; and GiftCardZen.com and Deals2Buy.com in North America.

Founded in 2006 by Australian entrepreneurs Guy King and Bevan Clark, RetailMeNot was acquired in 2010 by Whaleshark Media, an online coupon rollup play headed by Cutter Cunningham with backing led by Austin Ventures. The company raised $300 million in funding from Austin Ventures, Norwest Venture Partners, Adams Street Partners, Institutional Venture Partners, JP Morgan and Google Ventures. In 2013, the company changed its name to RetailMeNot and raised $230 miillion in an IPO.

“RetailMeNot provides a new global digital channel to distribute our clients’ offers that perfectly complements Valassis’ current digital, mobile, mail and other print networks,” said Victor Nichols, CEO of Harland Clarke.

“This is an exciting and important milestone for RetailMeNot,” said Cotter Cunningham, CEO & founder, RetailMeNot. “Not only are we delivering an immediate and significant cash premium to our stockholders, but we are also meaningfully advancing our goal of becoming a leading savings destination for consumers.”

In 2016, RetailMeNot generated over 650 million visits to its websites, and in the fourth quarter it averaged 23.1 million mobile unique visitors per month.

The purchase price represents a premium of 50% over the closing share price of RetailMeNot’s common stock on April 7, 2017 and a premium of 36% over the average closing share price for the 60 calendar days ended April 7, 2017.  The deal has been unanimously approved by RetailMeNot’s Board of Directors.

The deal is expected to close in the second quarter of 2017, subject to customary closing conditions, including regulatory approvals and RetailMeNot shareholders’ approval. Upon closing, RetailMeNot will become a privately held company.

LionTree Advisors is serving as lead financial advisor to Harland Clarke, with Moelis & Company also serving as financial advisor. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Harland Clarke, and Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to Harland Clarke for financing matters.

Qatalyst Partners is serving as financial advisor and DLA Piper LLP (US) is serving as legal advisor to RetailMeNot.

Photo: Ronald O. Perelman, Chairman and Chief Executive Officer of MacAndrews & Forbes.



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