M&F Worldwide Courted Harland

ATLANTA – M&F Worldwide, the holding company controlled by corporate raider Ron Perelman, first contacted John H. Harland about a combination of the number two and three check printers as early as last March, beginning a courtship that would culminate in a merger of the two companies, documents filed Friday with the Securities and Exchange Commission show. But preliminary offers by M&F, which had acquired check printer Clarke American the year before, were rebuffed as inadequate, the filings show. On October 25, the Harland board rejected a $50-a-share offer from M&F but told the company it would only enter into serious negotiations if a deal could be assured of being highly likely to pass regulatory and antitrust review. On Nov. 17 M&F raised its bid to $52.50 a share and agreed to pay a ‘reverse break-up fee’ of $40 million if the combination is not approved by antitrust regulators. M&F sweetened the offer on Nov. 22 to $52.75 a share and to raise the break-up fee to $52.5 million, while also agreeing to take on $12 million in retention bonuses to top Harland executives. The terms were enough to satisfy the Harland board, which unanimously approved the deal on Dec. 19.