EXHIBIT 99
Laura A. Plevyak
Vice President,
Investor Relations
CUC International Inc.
(203) 965-5114
Bill Lackey
Vice President,
Investor Relations
Ideon Group, Inc.
(904) 218-1836
CUC INTERNATIONAL INC. TO ACQUIRE IDEON GROUP, INC.
STOCK TRANSACTION VALUED AT $375 MILLION STRENGTHENS CUC'S CREDIT CARD
ENHANCEMENT SERVICES AND BROADENS MEMBERSHIP BASE
Stamford, CT, April 22, 1996 -- In a strategic move that will
strengthen its core membership services business, CUC International
Inc. (NYSE:CU) today announced that it has agreed to acquire Ideon
Group, Inc. (NYSE:IQ), whose SafeCard Services unit is a leading
provider of credit card enhancement services to over 13 million
members across the United States.
CUC International has signed a definitive merger agreement to
acquire the Jacksonville, Florida-based Ideon Group in a stock-for-
stock transaction valued at approximately $375 million. The
transaction is expected to close in early- to mid-summer. The merger
is subject to customary closing requirements, including the expiration
of any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the approval of Ideon stockholders.
Walter A. Forbes, Chairman and Chief Executive Officer of CUC
International, said, "This acquisition is an outstanding strategic fit
for CUC. Ideon's preeminent position in credit card protection
services, combined with CUC's strong market presence in this business,
will enhance our product offerings as well as complement our client
and membership bases."
Mr. Forbes continued, "This acquisition also is a perfect fit for
our membership business model. Ideon's database of 13 million members
not only augments CUC's database of over 46 million members, but it
also presents exciting prospects for marketing our core shopping,
auto, and other membership services to their customers."
Eugene Miller, Chairman and Chief Executive Officer of Ideon
Group commented, "Since the beginning of 1996, we have intensified our
efforts to maximize shareholder value. The merger with CUC is a major
step toward achieving that goal. No company offers a better strategic
fit or growth opportunities than CUC. In addition to the clear
synergies between CUC's business and ours, CUC has a proven track
record of integrating acquisitions and operating the credit card
enhancement business effectively."
In 1995, Ideon Group, Inc. reported sales of $234.0 million, with
a loss of $49.4 million. The company's results included restructuring
charges of $97 million during the year, primarily
due to losses recognized on two discontinued product lines. In the
fourth quarter of 1995, Ideon returned to profitability, posting sales
of $59.0 million and earnings of $4.7 million.
TRANSACTION OUTLINED
Under the terms of the agreement, each share of Ideon common
stock outstanding on the effective date of the proposed merger will be
converted into the right to receive CUC common stock ("CUC Common
Stock") with an aggregate value of $13.50 per share if the average
closing price per share of CUC Common Stock over a specified fifteen
day period prior to the date of the Ideon stockholder meeting called
to vote upon the proposed merger (the "Average Stock Price") is within
the collar described below. The exact ratio of shares of CUC Common
Stock to be issued per outstanding share of Ideon stock will be
determined by dividing $13.50 by the Average Stock Price. However,
the number of shares of CUC Common Stock to be issued in exchange for
each share of Ideon common stock will in no event be greater than
.6136 (if the Average Stock Price is at or below $22 per share) nor
less than .3750 (if the Average Stock Price is at or above $36). The
total number of Ideon common shares outstanding was approximately 28
million as of March 31, 1996.
CUC intends to account for the acquisition as a "pooling-of-
interests" and it is intended that the merger be tax-free to Ideon
stockholders. CUC expects to incur costs related to this
merger, which will include integration and transaction costs as well
as costs relating to certain outstanding litigation matters previously
discussed in Ideon's public filings. The amount of these costs will
be reserved prior to the closing of the proposed merger and will be
reflected in CUC's financial statements upon completion of the merger.
Ideon Group, Inc. is a holding company that leverages information
technology, targeted marketing and customer service through its three
operating units: SafeCard Services, Wright Express, and National
Leisure Group. Ideon markets its services through partnerships with
approximately 160 credit card issuers, including banks, retailers and
oil companies.
CUC International Inc. is a leading membership-services company,
currently providing approximately 46.5 million consumers with access
to a variety of services including home shopping, travel, insurance,
auto, dining, home improvement, lifestyle clubs, checking account
enhancements and discount coupon programs.
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