CheckFree to Acquire Corillian Corporation for $245 million

CheckFree Corporation today announced it has entered into a definitive agreement to purchase Corillian Corporation, the leading provider of Internet banking software and services. Under the terms of the agreement, CheckFree will acquire all of the outstanding shares of Corillian at a price of $5.15 per share, for a total purchase price of approximately $245 million on a fully diluted basis.
 
The acquisition will bring together Corillian’s widely used online banking platform and complementary suite of financial applications, and CheckFree’s industry-leading electronic billing and payment and online transaction services, which include unparalleled electronic billing content and a highly efficient infrastructure that connects banks, billers and millions of consumers. Together, CheckFree and Corillian will be well-positioned to help financial institutions optimize the online channel and drive increased usage of electronic billing and payment.

The combination of CheckFree and Corillian will allow for tighter integration of electronic banking, billing, payment and service support functionality to deliver a more efficient and complete consumer and small business user experience. The acquisition will also provide greater flexibility in technology approaches for financial institution efficiency and provide a platform for driving new services and service differentiation.

"This acquisition will provide banks and billers with a significantly improved ability to serve their customers. Together, CheckFree and Corillian will be able to deliver more efficient integration and innovation, while increasing consumer service levels across the online banking experience," said Pete Kight, CheckFree Chairman and Chief Executive Officer. "We share a commitment to serve as a collaborative partner to financial services customers and to work with them to accelerate adoption and customer profitability as the online channel continues to evolve as an integral part of the banking relationship."

"Corillian and CheckFree have the potential to accelerate the delivery of future generations of online banking technologies for the industry," said Alex Hart, Corillian President and Chief Executive Officer. "Our organizations and cultures are similar in our mutual commitment to deliver high-value solutions that are flexible, scalable and secure to enhance the financial services websites for our customers and their end users."

Corillian supports more than 30 of the top 100 U.S. banks and 21 of the top 100 U.S. credit unions with its online financial services strategy. CheckFree processes more than one billion transactions annually and distributes more than 18 million e-bills per month through more than 2,000 financial services sites.

The proposed acquisition is subject to regulatory review, Corillian shareholder approval, and other customary closing conditions, and is expected to close on or about June 1, 2007. CheckFree will finance the transaction with a combination of existing cash balances and revolving debt, although there are no financing contingencies in the merger agreement. CheckFree expects the transaction to be dilutive to CheckFree’s GAAP earnings per share in the current fiscal year (ending June 30, 2007) and in 2008, and modestly dilutive to underlying earnings per share in the current fiscal year and in fiscal 2008. The company plans to share specific financial details when the transaction closes.

Financial Technology Partners LP and FTP Securities LLC (together "FT Partners") acted as exclusive strategic and financial advisors to Corillian in this transaction and provided a fairness opinion to Corillian’s Board of Directors.