[LOGO] FOR: Tier Technologies, Inc.
Tier 1350 Treat Boulevard
Expect A Lot Suite 250
Walnut Creek, CA 94596
CONTACT: Lori B. DePole, CFO
Barbara Pivnicka, CMO
925-937-3950
For Immediate Release
Corey Cutler/Kirin Smith
Morgen-Walke Associates
212-850-5600
TIER TECHNOLOGIES COMMENCES TENDER OFFER FOR
OFFICIAL PAYMENTS COMMON STOCK
Walnut Creek, CA, June 11, 2002 - Tier Technologies, Inc. (Nasdaq: TIER)
announced today that Kingfish Acquisition Corporation, its wholly-owned
subsidiary, has commenced a cash tender offer to purchase all outstanding shares
of common stock of Official Payments Corporation at a price of $3.00 per share,
net to the seller in cash, without interest thereon.
The offer is being made pursuant to the previously announced merger
agreement among Tier Technologies, Inc., Kingfish Acquisition Corporation and
Official Payments Corporation, and is conditioned upon, among other things, the
tender of that number of shares of common stock which represents at least a
majority of the shares outstanding on a fully-diluted basis (for purposes of the
foregoing calculation, "fully-diluted" means giving effect to the conversion or
exercise of all options exercisable or convertible into shares at an exercise
price of $3.00 or less per share, whether or not exercised or converted at the
time of determination) and the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. The offer and withdrawal rights are scheduled to expire at 5:00
p.m., New York City time, on July 9, 2002, unless the offer is extended.
Adams, Harkness & Hill, Inc. is acting as the dealer manager for the offer
and Mellon Investor Services LLC is acting as Information Agent and Depositary
for the offer. Questions and requests for assistance or additional copies of the
Offer to Purchase, Letter of Transmittal and other tender offer documents may be
directed to Mellon at (866) 323-8166 or Adams, Harkness & Hill at (617)
371-3777.
Tier is a vertically-focused consulting firm that provides business and
information technology consulting, systems design and integration, transaction
processing, business process outsourcing and business process reengineering for
its clients primarily in the state and local government, healthcare, insurance
and utilities markets. Tier brings specific industry knowledge, proven delivery
capability and proprietary applications to its client relationships. The
combination of domain expertise and technical capability allow Tier to provide
solutions that link increased operating efficiencies with systems and technology
improvements. Tier serves Fortune 1000 companies and government entities.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only through the Offer to
Purchase and the related Letter of Transmittal which is being mailed to
stockholders today. We urge investors and security holders to read the following
documents regarding the tender offer and merger because they contain important
information: (i) Tier's Tender Offer Statement on Schedule TO, including the
Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery and
(ii) Official Payment's Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and any amendments to these documents will be filed with the
United States Securities and Exchange Commission, and may be obtained for free
at the SEC's website (www.sec.gov). You may also obtain for free each of these
documents from Mellon at (866) 323-8166 and 44 Wall Street, 7th Floor, New York,
New York 10005.
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Tier..Expect A Lotsm