Deluxe Corporation / Hostopia

Deluxe Corporation and Hostopia.com Inc today announced that they have entered into a definitive agreement for Deluxe to acquire Hostopia. The target company is a leading provider of web services that enable small and medium-sized businesses to establish and maintain an Internet presence.

Deluxe will acquire Hostopia in an all-cash transaction that values Hostopia at approximately CAD 124m (USD 122.2m). Under terms of the Merger Agreement, Deluxe will pay CAD 10.55 (USD 10.39) in cash for each outstanding Hostopia common share. Subject to a final accounting allocation of the purchase price, the acquisition is not expected to have a significant impact to Deluxe's earnings and operating cash flow for fiscal 2008.

The transaction, which has been unanimously approved by the Boards of Directors of both companies, is structured as a merger under applicable law. It will require the approval of Hostopia stockholders holding a majority of the outstanding Hostopia common shares at a special meeting to be called to consider the transaction. Hostopia stockholders holding in aggregate approximately 35% of the issued and outstanding shares of Hostopia common stock have agreed to vote their Hostopia common shares in favor of the transaction as long as the merger agreement is in effect, pursuant to a voting agreement with Deluxe. The transaction is also subject to certain other customary closing conditions. The transaction is expected to close in the third quarter of 2008.

(c) Press Release


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