The tender offer is subject to customary terms and conditions, including regulatory clearances and the tender of at least a majority of the outstanding shares of Valassis common stock. Upon completion of the tender offer, Harland Clarke Holdings will acquire all remaining Valassis shares through a short form merger at the tender offer price.
Harland Clarke Holdings and its wholly owned subsidiary V Acquisition Sub, Inc. filed today with the Securities and Exchange Commission (SEC) a Tender Offer Statement on Schedule TO, setting forth in detail the terms of the tender offer. In addition, Valassis filed with the SEC a Statement on Schedule 14D-9, setting forth in detail, among other things, the unanimous recommendation of the Valassis Board of Directors that Valassis’ stockholders tender their shares in the offer.
The tender offer and any associated withdrawal rights will expire at 11:59 p.m., New York City Time, on Feb. 3, 2014, unless extended or earlier terminated.