DFAN14A: Definitive additional proxy soliciting materials filed by non-management including Rule 14(a)(12) material
Published on November 30, 2006
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ¨ Filed by a Party other than the Registrant x | ||
Check the appropriate box: | ||
¨
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Preliminary Proxy Statement | |
¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
¨
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
x
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Soliciting Material Pursuant to §240.14a-12 |
Digital Insight Corporation
(Name of Registrant as Specified in its Charter)
Intuit Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||||||
x | No fee required. | |||||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
(1 | ) | Title of each class of securities to which transaction applies: | ||||
(2 | ) | Aggregate number of securities to which transaction applies: | ||||
(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
(4 | ) | Proposed maximum aggregate value of transaction: | ||||
(5 | ) | Total fee paid: | ||||
¨ | Fee paid previously with preliminary materials. | |||||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||
(1 | ) | Amount Previously Paid: | ||||
(2 | ) | Form, Schedule or Registration Statement No.: | ||||
(3 | ) | Filing Party: | ||||
(4 | ) | Date Filed: | ||||
Filed by
Intuit Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Digital Insight Corporation
Commission File No.: 000-27459
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Digital Insight Corporation
Commission File No.: 000-27459
The following is a joint press release issued by Intuit Inc.
and Digital Insight Corporation announcing a definitive agreement pursuant to which Intuit will acquire Digital Insight.
Contacts:
|
Investors | Media | ||
Bob Lawson | Diane Carlini | |||
Intuit Inc. | Intuit Inc. | |||
650-944-6165 | 650-944-6251 | |||
robert_lawson@intuit.com | diane_carlini@intuit.com | |||
Erik Randerson | Tobin Lee | |||
Digital Insight | Digital Insight | |||
818-878-6615 | 818.878.6048 | |||
erik.randerson@digitalinsight.com | tobin.lee@digitalinsight.com |
Intuit to Acquire Digital Insight
Stage set for New Generation of Online Banking Solutions
MOUNTAIN VIEW and CALABASAS, Calif. Nov. 30, 2006 Intuit Inc. (Nasdaq: INTU) and Digital
Insight Corp. (Nasdaq: DGIN) have signed a definitive agreement for Intuit to acquire Digital
Insight. Under the terms of the agreement, Intuit will pay $39 per share in cash for each Digital
Insight common share. The total purchase price is approximately $1.35 billion on a fully diluted
basis.
The acquisition will bring together Digital Insight, a leading provider of online banking
services, and Intuit, the leading provider of financial management software, to millions of small
businesses and consumers. Together, the companies will serve more than 5,000 financial
institutions, nearly 25 million consumers and nearly 7 million small businesses. The acquisition
will combine Intuits culture of customer-driven innovation and leading brands with Digital
Insights best-in-class distribution and application service provider model.
The combination of two industry leaders will put Intuit in an excellent position to bring a
new generation of online banking solutions to market in a way that will redefine the way small
businesses and consumers manage their financial lives, said Steve Bennett, Intuit president and
chief executive officer.
With the acquisition, Intuit will be able to combine work flows in its financial management
tools with online banking capability offered by Digital Insight to create new, easier, and
better-value offerings for consumers and small businesses.
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Online banking is growing rapidly, but todays solutions dont meet the needs of most small
businesses and many consumers, said Jeff Stiefler, Digital Insight chairman, president and chief
executive officer. Digital Insights and Intuits combined assets and competencies will change the
game for small businesses, consumers and the financial institutions that serve them. In addition to
the clear business benefit of this proposed acquisition, both companies have already had the
opportunity to work closely together to develop the mutual trust and respect that is a critical
prerequisite for any business combination to be successful.
Following the closing of the acquisition, Digital Insights business operations will continue
to operate from its existing facilities in California and Georgia. The Digital Insight business
operations will establish the foundation for a newly formed financial institutions business
division within Intuit, with Stiefler serving as that units president.
The transaction is subject to regulatory review, Digital Insight shareholder approval and
other customary closing conditions. After closing, expected in the first calendar quarter of 2007,
Digital Insight will become part of Intuit, and Digital Insight stock will cease trading. Intuit
plans to finance the transaction with a combination of existing cash balances and up to $1 billion
of debt financing, although there are no financing contingencies in the merger agreement.
The transaction is expected to be dilutive to Intuit by two to three cents per share on a non
GAAP basis in its current fiscal year and slightly accretive on a non GAAP basis in fiscal 2008.
A live audio webcast conference call is available at
http://web.intuit.com/about_intuit/investors/webcast_events.html. The call begins today at
5:30 a.m. Pacific. A replay of the audio webcast will remain on the Intuit and Digital Insight Web
sites for one week after the conference call. Intuit has also posted this press release on its Web
site and will post the conference call script shortly after that call ends.
The conference call number is 866-837-9782 in the United States or 703-639-1420 from
international locations. No reservation or access code is needed. A replay of the call will be
available for two weeks by calling 888-266-2081 or 703-925-2533 for international callers. The
replay access code is 1004956.
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About Digital Insight Corporation
Digital Insight Corporation (Nasdaq: DGIN) is the leading provider of on-demand banking
services to mid-market banks and credit unions in the United States. The companys extensive
portfolio of on-demand applications is hosted in its world-class data center and securely delivered
via the Internet. Outsourcing the management of online banking services to Digital Insight empowers
financial institutions to generate new sources of revenue, increase customer retention and realize
increased cost efficiencies. For more information, visit www.digitalinsight.com.
About Intuit Inc.
Intuit Inc. is a leading provider of business and financial management solutions for small and
mid-sized businesses, consumers and accounting professionals. Its flagship products and services,
including QuickBooks®, Quicken® and TurboTax® software, simplify small business management and
payroll processing, personal finance, and tax preparation and filing. ProSeries® and Lacerte® are
Intuits leading tax preparation software suites for professional accountants.
Founded in 1983, Intuit had annual revenue of $2.3 billion in its fiscal year 2006. The
company has nearly 7,500 employees with major offices in 13 states across the United States, and
offices in Canada and the United Kingdom. More information can be found at www.intuit.com.
Forward-Looking Statements
This news release includes forward-looking statements which are subject to safe harbors created
under the U.S. federal securities laws. All statements included in this press release that address
activities, events or developments that Intuit and Digital Insight expect, believe or anticipate
will or may occur in the future, including, particularly, statements about the potential benefits
of the proposed transaction to Intuit, including the ability to address new markets and offer new
solutions, the potential benefits of the proposed acquisition to financial institutions and their
customers and to small businesses, the expected financial impact of the acquisition on Intuit, the
expected financing of the acquisition, and the expected closing of the proposed combination, are
forward-looking statements. All forward-looking statements are based on the opinions and estimates
of management at the time the statements are made and are subject to risks and uncertainties that
could cause actual results to differ materially from those anticipated in the forward-looking
statements. These risks and uncertainties include: the risk that the transaction is not consummated
or is not consummated within the expected timeframe; the risk that the expected benefits of the
proposed acquisition are not realized; the risk that disruption from the transaction may make it
more difficult to maintain relationships with customers, employees, partners or suppliers; the risk
that future products and services may not be successful or achieve broad market acceptance; and the
risk that Intuit will not be able to successfully integrate Digital Insights market opportunities,
technology, personnel and operations and achieve planned synergies. For information regarding other
related risks,
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see discussion of risks and other factors in documents filed by Intuit and Digital Insight with the
Securities and Exchange Commission from time to time, including Digital Insights Annual Report on
Form 10-K for the year ended Dec. 31, 2005 and report on Form 10-Q for the quarter ended Sept. 30,
2006 as well as Intuits Form 10-K for the year ended July 31, 2006. Forward-looking statements
represent the judgment of the management of Digital Insight and Intuit as of the date of this
release, and Digital Insight and Intuit disclaim any intent or obligation to update any
forward-looking statements.
Accretion and dilution calculated on non GAAP basis
In estimating future accretion and dilution on a non GAAP basis, Intuit excludes share-based
compensation expenses, amortization of purchased intangible assets, acquisition-related charges,
net gains on marketable equity securities and other investments, gains and losses on disposals of
businesses, certain discrete tax items and amounts related to discontinued operations from its GAAP
earnings per share.
Additional Information About the Proposed Transaction and Where You Can Find It
In connection with the proposed transaction, Digital Insight intends to file a proxy statement and
other relevant materials with the Securities and Exchange Commission (SEC). BEFORE MAKING ANY
VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF DIGITAL INSIGHT ARE URGED
TO READ THE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT MATERIALS FILED BY
DIGITAL INSIGHT WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement and other relevant materials, when available, and any other
documents filed by Digital Insight with the SEC, may be obtained free of charge at the SECs
website at www.sec.gov. In addition, stockholders of Digital Insight may obtain free copies of the
documents filed with the SEC by contacting Digital Insights Investor Relations at 26025 Mureau
Road, Calabasas, California 91302, Telephone: (818) 878-6615. You may also read and copy any
reports, statements and other information filed by Digital Insight with the SEC at the SEC public
reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
Digital Insight and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from Digital Insight stockholders in favor of the proposed transaction.
Certain executive officers and directors of Digital Insight have interests in the transaction that
may differ from the interests of stockholders generally, including without limitation acceleration
of vesting of stock options, benefits conferred under retention, severance and change in control
arrangements, and continuation of director and officer insurance and indemnification. These
interests will be described in the proxy statement when it becomes available.
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In addition, Intuit and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from Digital Insights stockholders in favor of the approval of the
proposed transaction. Information concerning Intuits directors and executive officers is set forth
in Intuits proxy statement for its 2006 annual meeting of stockholders, which was filed with the
SEC on November 3, 2006, and annual report on Form 10-K filed with the SEC on September 15, 2006.
These documents are available free of charge at the SECs web site at www.sec.gov or by going to
Intuits Investor Relations Website at http://www.intuit.com/about_intuit/investors.