Alliance Data Files Notice of Voluntary Dismissal of Lawsuit

Feb 08, 2008, 00:00 ET from Alliance Data

    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.
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     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 withdrawn its lawsuit without prejudice.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,
     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