Exhibit
99.1
Broadridge
Financial Solutions, Inc. Announces Tender Offer for up to $75 Million Aggregate
Principal Amount of its 6.125% Senior Notes Due 2017
LAKE SUCCESS, New York – August 5,
2008 –
Broadridge Financial Solutions, Inc. (NYSE: BR) announced that it
has commenced today a cash tender offer to purchase up to $75 million aggregate
principal amount of its 6.125% Senior Notes due 2017.
The offer
will expire at midnight, New York City time, on Tuesday, September 2, 2008 (as
the same may be extended or earlier terminated, the “Expiration Time”). Holders
who validly tender their notes at or prior to 5:00 p.m. New York City time on
Monday, August 18, 2008 (as the same may be extended or earlier terminated, the
“Early Tender Deadline”), will be eligible to receive total consideration which
includes the early tender premium. Holders who validly tender their
notes after the Early Tender Deadline and at or prior to the Expiration Time
will be eligible to receive only the tender offer consideration, namely the
total consideration less the early tender premium.
The total
consideration for each $1,000 principal amount of notes accepted for payment is
$915. The total consideration includes the early tender premium of
$30 in cash per $1,000 principal amount of notes and is payable for notes
purchased in the offer that are validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline. Holders whose notes are accepted
for payment but who validly tendered and did not validly withdraw such notes
after the Early Tender Deadline, and at or prior to the Expiration Time, will
only be eligible to receive the tender offer consideration of $885 per $1,000
principal amount of notes accepted for payment pursuant to the
offer. In addition, holders whose notes are purchased will receive
accrued and unpaid interest from the last interest payment date to, but not
including, the payment date.
In the
event that the principal amount of notes validly tendered and not validly
withdrawn prior to the expiration time of the offer exceeds the maximum tender
amount of $75 million, the notes will be accepted for payment on a pro rata
basis based on the total principal amount of notes tendered. The
company reserves the right to increase or waive the maximum tender amount in its
sole discretion without extending or reinstating withdrawal rights of holders of
the notes.
The offer
is not contingent upon the tender of any minimum principal amount of notes or on
obtaining financing, but the offer is conditioned upon the satisfaction of
certain conditions. The company intends to finance the purchase of
the notes pursuant to the offer from available cash. Full details of
the terms and conditions of the offer are included in the company’s Offer to
Purchase dated August 5, 2008, and the related letter of
transmittal.
J.P.
Morgan Securities Inc. will serve as Dealer Manager for the offer. Persons with
questions regarding the offer should contact J.P. Morgan Securities Inc.,
toll-free at 866-834-4666. Requests for documents may be directed to Global
Bondholder Services Corporation, the Information Agent, at 212-430-3774 or
866-937-2200.
This
press release is neither an offer to purchase nor a solicitation of an offer to
sell the notes or any other security. The offer is made only by the Offer to
Purchase dated August 5, 2008, and the related letter of
transmittal. The offer is not being made to noteholders in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the offer is required to
be made by a licensed broker or dealer, it shall be deemed to be made by the
Dealer Manager on behalf of the company.
Forward-Looking
Statements
This
press release and other written or oral statements made from time to time by
representatives of Broadridge may contain “forward-looking
statements.” Statements that are not historical in nature, and which
may be identified by the use of words like “expects,” “assumes,” “projects,”
“anticipates,” “estimates,” “we believe,” “could be” and other words of similar
meaning, are forward-looking statements. These statements are based
on management’s expectations and assumptions and are subject to risks and
uncertainties that may cause actual results to differ materially from those
expressed. These risks and uncertainties include those risk factors
discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K
for the fiscal year ended June 30, 2007 (the “2007 Annual
Report”). Any forward-looking statements are qualified in their
entirety by reference to the factors discussed in the 2007 Annual
Report. These risks include: Broadridge’s success in retaining and
selling additional services to its existing clients and obtaining new clients;
the pricing of Broadridge’s products and services; changes in laws affecting the
investor communication services provided by Broadridge; changes in laws
regulating registered clearing agencies and broker-dealers; declines in trading
volume, market prices, liquidity of securities markets or proprietary trading
activity; Broadridge’s ability to continue to obtain data center services from
its former parent company, Automatic Data Processing, Inc. (“ADP”); Broadridge’s
debt levels and financing costs, including the impact of its credit ratings on
such costs; the ability of Broadridge to develop brand recognition and its
reputation with its clients and employees following its separation from ADP in
March 2007; the incurrence of additional costs attributable to Broadridge’s
operations as a stand-alone public company; changes in technology; availability
of skilled technical employees; the impact of new acquisitions and divestitures;
competitive conditions; overall market and economic conditions; and, should any
risks or uncertainties develop into actual events, these developments could
delay or cause the cancellation of the tender offer. Broadridge
disclaims any obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
About
Broadridge
Broadridge
Financial Solutions, Inc., with over $2.0 billion in revenues in fiscal year
2007 and more than 40 years of experience, is a leading global provider of
technology-based outsourcing solutions to the financial services industry. Our
systems and services include investor commun
cation,
securities processing, and clearing and outsourcing solutions. Broadridge offers
a broad, integrated suite of innovative global solutions across the investment
lifecycle and provides a wide range of cost-effective and scalable solutions to
the financial industry. Our systems help reduce the need for clients to make
significant capital investments in operations infrastructure, thereby allowing
them to increase their focus on core business activities. For more information
about Broadridge, please visit www.broadridge.com.
CONTACT
INFORMATION:
Investor
Relations:
Marvin
Sims
Broadridge
Financial Solutions, Inc.
Vice
President, Investor Relations
(516)
472-5477