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EXHIBIT (A)(8)
FOR MORE INFORMATION, CONTACT:
INVESTORS
Victoria P. Weyand, Vice President of Communications
770-593-5127
vweyand@harland.net
MEDIA
John Pensec, Director of Corporate Communications
770-593-5443
jpensec@harland.net
HARLAND TO ACQUIRE CONCENTREX INCORPORATED
ACQUISITION GIVES HARLAND A LEADING POSITION IN FINANCIAL SOFTWARE
ATLANTA (July 17, 2000) -- John H. Harland Company (NYSE: JH) has signed a
definitive agreement to acquire the outstanding shares of Concentrex
Incorporated (Nasdaq: CCTX) in a tender offer for $7 per share, the companies
announced today.
As a result of this acquisition, Harland will be one of the larger software
companies focused on the financial institution market, with leading positions in
lending and mortgage origination and closing applications, core application
offerings for credit unions, MCIFs and business intelligence solutions. Harland
will also gain a position from which to deliver e-commerce solutions. The
company's combined software revenues for 2000 are projected to be $150 million
on an annualized basis.
Harland will pay approximately $140 million for Concentrex, which includes
loan obligations and transaction-related expenses. Harland expects the
acquisition to be dilutive to earnings during 2000 and 2001. Excluding the
write-off of acquired in-process research and development costs, dilution in
2000 is projected to be about $0.15 per share. However, the acquisition is
expected to be accretive to cash flow by the end of 2000. The company expects to
commence the tender offer on or about July 21. The tender offer will be followed
by a merger, in which any remaining shares will be converted into the right to
receive $7 in cash. The closing is subject to receiving a majority of
Concentrex's outstanding shares in the tender offer, receiving regulatory
approval and other closing conditions.
"The combined products, significant customer base and employee talent will
give Harland critical mass in software for financial institutions, market
leadership in key segments and an important growth platform," said Timothy C.
Tuff, chairman and chief executive officer of Harland. "We will be able to
launch tightly integrated software solutions for financial institutions that
build on our complementary product suites."
Matt Chapman, chairman and chief executive officer of Concentrex, said,
"This agreement provides opportunity for both companies and is the best way to
enhance value for our customers and employees while providing our shareholders
with a material premium over the current share price."
John O'Malley, vice president and general manager of Harland Software, will
manage the combined organization. O'Malley joined Harland in 1999 with more than
20 years experience in the financial services market, including executive
positions with Hogan Systems and Fiserv, where he managed Fiserv's community
bank core processing division.
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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Concentrex Incorporated. At the time the offer is
commenced Harland will file a tender offer statement with the Securities and
Exchange Commission (SEC) and Concentrex will file a solicitation/recommendation
statement with respect to the offer. Concentrex shareholders are advised to read
the tender offer statement regarding the acquisition of Concentrex referenced in
this press release, and the related solicitation/recommendation statement. The
tender offer statement (including an offer to purchase, letter of transmittal
and related tender documents) and the solicitation/recommendation statement will
contain important information which should be read carefully before any decision
is made with respect to the offer. These documents will be made available to all
stockholders of Concentrex at no expense to them. These documents will also be
available at no charge on the SEC's web site at www.sec.gov.
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ABOUT HARLAND
Atlanta-based John H. Harland Company (www.harland.net) is listed on the
New York Stock Exchange under the symbol "JH." Harland is a leading provider of
checks, financial software and direct marketing to the financial institution
market. Scantron Corporation (www.scantron.com), a wholly owned subsidiary, is a
leading provider of software services and systems for the collection, management
and interpretation of data to the financial, commercial and educational markets.
ABOUT CONCENTREX INCORPORATED
Concentrex Incorporated, based in Portland, Oregon, is a leading provider
of technology-powered solutions to deliver financial services, including a broad
range of traditional software and services integrated with leading e-commerce
solutions that already enable its customers to serve more than 1 million home
banking customers. Concentrex serves over 5,500 financial institutions of all
types and sizes in the United States. Concentrex has major offices in 11
additional cities across the country. Its World Wide Web site is
www.concentrex.com.
This press release contains statements which may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements include statements regarding the
intent, belief or current expectations of John H. Harland Company, Concentrex
Incorporated and members of their respective management, as well as the
assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and that actual results may
differ materially from those contemplated by such forward-looking statements.
Reference is made to the Risk Factors and Cautionary Statements of Harland's
Form 10-K and Form 10-Q and to Concentrex's Securities and Exchange Commission
reports filed under the Securities Exchange Act.