Alliance Data Files Notice of Voluntary Dismissal of Lawsuit
DALLAS, Texas, Feb. 8 /PRNewswire-FirstCall/ -- Alliance Data Systems
Corporation (NYSE: ADS) today announced that it has presently dismissed
without prejudice its lawsuit against Aladdin Solutions, Inc. (f/k/a
Aladdin Holdco, Inc.) and Aladdin Merger Sub, Inc. (together, "Blackstone")
in connection with the May 17, 2007 agreement providing for the acquisition
of Alliance Data by affiliates of The Blackstone Group.
(Logo: http://www.newscom.com/cgi-bin/prnh/20051024/ADSLOGO )
On January 25, 2008, Aladdin Solutions, Inc. informed Alliance Data
that it did not anticipate the condition to closing the merger relating to
obtaining approvals from the Office of the Comptroller of the Currency
(OCC) would be satisfied.
Blackstone's notice, received by the Company after market close on
Friday, Jan. 25th, stated that the OCC is "demanding that extraordinary
measures be taken by ADS, Holdco and various Blackstone entities in
connection with the Change in Control Notice" that "represent operational
and financial burdens on ADS, Holdco and Blackstone that cannot be
reasonably assumed."
In subsequent communications from Blackstone's representatives,
Blackstone stated that it was unwilling to satisfy the requirements
specified in the OCC letter. Blackstone also expressed its belief that
alternative solutions that would be acceptable to Blackstone would not
satisfy the OCC, and therefore that further negotiations with the OCC would
be futile.
In light of the notice from and subsequent communication with
Blackstone, and to protect the interests of the Company and its
stockholders, on January 30, 2008, Alliance Data filed suit against Aladdin
Solutions, Inc. and Aladdin Merger Sub, Inc. seeking specific performance
of their respective obligations under the merger agreement.
Since the filing of the lawsuit, Blackstone has in its court filings,
correspondence with federal regulators and public statements said that it
is committed to working toward the closing of its acquisition of the
Company, including working with Alliance Data on proposals directed to
resolving regulatory issues. In light of Blackstone's confirmation of its
commitment to work to consummate the merger, the Company has at this time
withdrawn its lawsuit without prejudice. Alliance Data has identified
various potential solutions to OCC-related issues that Blackstone has said
are impediments to completing the merger, and the Company looks forward to
working together with Blackstone to effect an acceptable solution to these
issues. There can be no assurance, however, that an acceptable solution
will be obtained or that the merger will be completed.
About Alliance Data
Alliance Data (NYSE: ADS) is a leading provider of marketing, loyalty
and transaction services, managing over 120 million consumer relationships
for some of North America's most recognizable companies. Using
transaction-rich data, Alliance Data creates and manages customized
solutions that change consumer behavior and that enable its clients to
create and enhance customer loyalty to build stronger, mutually beneficial
relationships with their customers. Headquartered in Dallas, Alliance Data
employs over 9,000 associates at more than 60 locations worldwide. Alliance
Data's brands include AIR MILES(R), North America's premier coalition
loyalty program, and Epsilon(R), a leading provider of multi-channel,
data-driven technologies and marketing services. For more information about
the Company, visit its website, www.AllianceData.com.
Alliance Data's Safe Harbor Statement/Forward-Looking Statements
This release may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Such statements may use
words such as "anticipate," "believe," "estimate," "expect," "intend,"
"predict," "project" and similar expressions as they relate to us or our
management. When we make forward-looking statements, we are basing them on
our management's beliefs and assumptions, using information currently
available to us. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, these forward-looking statements
are subject to risks, uncertainties and assumptions, including those
discussed in our filings with the Securities and Exchange Commission.
If one or more of these or other risks or uncertainties materialize, or
if our underlying assumptions prove to be incorrect, actual results may
vary materially from what we projected. Any forward-looking statements
contained in this news release reflect our current views with respect to
future events and are subject to these and other risks, uncertainties and
assumptions relating to our operations, results of operations, growth
strategy and liquidity. These risks, uncertainties and assumptions include
those made with respect to and any developments related to the proposed
merger, including the risk that conditions to closing, including the
condition relating to OCC approval, may not be satisfied and that the
proposed merger may not be consummated, as well as risks and uncertainties
arising from actions that the respective parties to the merger agreement
may take in response to the developments discussed in this release. The
Company cannot provide any assurance that the conditions to closing the
transactions will be satisfied or that the proposed merger will be
completed. We have no intention, and disclaim any obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future results or otherwise.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Statements in this press release regarding Alliance Data
Systems Corporation's business which are not historical facts are
"forward-looking statements" that involve risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements,
see "Risk Factors" in the company's Annual Report on Form 10-K for the most
recently ended fiscal year. Risk factors may be updated in Item 1A in each
of the Company's Quarterly Reports on Form 10-Q for each quarterly period
subsequent to the Company's most recent Form 10-K.
SOURCE Alliance Data
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