Equifax to buy top payroll-service firm

Equifax Inc. and TALX Corporation announced today that Equifax will acquire TALX in a stock and cash transaction valued at approximately $1.4 billion, including the assumption of debt. The acquisition is subject to certain regulatory approvals, approval by TALX shareholders and customary closing conditions. Equifax and TALX will hold a joint conference call for analysts and investors tomorrow at 8 a.m. EST, as described below.

Based in St. Louis, TALX is a leading provider of employment verification and related human resource/payroll services, serving over 9,000 clients in the U.S., including 385 companies in the FORTUNE 500. TALX provides a wide spectrum of products and services including employment and income verification, pay reporting, hiring, and employment tax management services. The Work Number® service, created by TALX in 1995, is a leader in workplace verification and has over 142 million employment records.

Over the past three fiscal years, TALX’s revenues and net income have grown at a compounded annual growth rate of 29.1 percent and 54.9 percent respectively, as the company has broadened the range of its services. Through its fiscal third quarter ended December 31, 2006, TALX reported revenues of $197 million, up 33 percent from the prior year.

Acquisition of TALX Advances Equifax’s Long-Term Growth Strategy

The acquisition of TALX is aligned with Equifax’s long-term growth strategy of expanding into new markets and acquiring proprietary data sources. Equifax and TALX each leverage data and technologies that are designed to help customers make critical decisions with greater confidence. With this transaction, Equifax is positioned to deliver complementary solutions to a broader customer base that will continue to rely on Equifax and TALX as the trusted stewards of consumer and business information. The purchase also adds a management team with proven business performance. Upon the closing of the transaction, William W. Canfield, TALX’s chairman and chief executive officer, will join Equifax’s senior management team as president of the TALX business unit and be appointed to Equifax’s Board of Directors.

"By acquiring TALX, Equifax has expanded into a high-growth market that depends on unique information solutions. Many of TALX’s customers are Equifax customers today. This fits squarely with our strategy to find opportunities that complement our strong franchise with recurring, transaction-based revenues. Both companies serve as critical enablers for the U.S. economy," said Richard F. Smith, Chairman and CEO of Equifax.

"This is a very exciting day for TALX and its associates. Equifax’s strategy fits with our own company’s goals. We plan to continue to help customers reduce costs and stay compliant through trusted intelligence for their human resource and payroll processes, which are the cornerstone to our success," Canfield said.

Terms and Conditions

Under the terms of the agreement, approved by the boards of directors of both companies, the acquisition consideration for TALX’s stock is structured as 75 percent Equifax stock and 25 percent cash. TALX shareholders may elect to receive for each TALX share either 0.861 shares of Equifax stock, $35.50 in cash, or a combination of stock and cash of equivalent value, subject to pro-ration so that the total consideration issued for TALX stock consists of 75 percent Equifax stock and 25 percent cash. The acquisition is structured so that the stock portion of the purchase price will be tax-free to selling shareholders. In the aggregate, Equifax will issue approximately 22 million shares of Equifax stock and pay approximately $300 million in cash. Equifax will assume TALX outstanding debt, which was $191.5 million as of December 31, 2006.

The proposed transaction is expected to be completed late in the second or early third quarter of 2007.

Expanded Share Repurchase Program

Equifax’s Board of Directors has authorized $400 million in additional share repurchases. Added to the current authorization of $383 million, the total repurchase authorization will be $783 million. The company intends to repurchase $700 million in stock following the completion of the acquisition in open market transactions or in privately-negotiated purchases. The timing and nature of any such repurchases will depend on market conditions, other investment opportunities, applicable securities laws and other factors. Purchases may be increased, decreased or discontinued at any time without prior notice.