To: ED BAARTMAN who wrote (57 ) 6/4/1999 10:24:00 AM From: keith schaefer Respond to of 90
ROYAL BANK OFFERS TO ACQUIRE CSI CREDIT SYSTEMS 6/4/99 9:36 I never would have guessed this in a million years. Talked to mgmt, they say on valuation terms they got a very good deal, I think it works out to something like 8X revenue (and nobody can argue that that's not a good deal, but...)though I think a Joint Venture with the Royal would have sent the stock to $2.00, and then they could have raised all the money they need to compete in the market. But evidently the Royal could play hard ball and say it's all or nothing. They certainly came in at the right time, just as this company was going to rock. Certainly not the deal I was expecting. Is this the final offer or just the first? Could this stock go higher than $1.30? Here it is. CSI Credit Systems International Inc. ("CSI") announced today that, subject to certain terms and conditions, Royal Bank of Canada, through an indirect wholly owned subsidiary (the "Offeror") will make an offer (the "Offer") to acquire all the outstanding common shares of CSI for $1.30 cash per share. Under the terms of an acquisition agreement, dated as of June 3, 1999 between the Offeror and CSI, the Board of Directors of CSI has agreed to recommend the offer to its shareholders and to cooperate with Royal Bank to complete the transaction. An offering circular containing details of Royal Bank's offer is expected to be mailed to registered holders of common shares on or about June 15, 1999. A directors' circular supporting the transaction will be mailed to the shareholders at the same time. The Offer is being made through 583969 B.C. Ltd., an indirect wholly owned subsidiary of Royal Bank, and is expected to expire at the close of business on July 6, 1999, unless extended. The transaction is conditional upon, among other things, regulatory approval and there having been deposited under the offer and not withdrawn at least 75% of the CSI shares outstanding (calculated on a fully diluted basis at the expiry of the Offer). It is anticipated that the transaction will close by July 19, 1999. If the Offer is successful CSI will operate as an indirect wholly-owned subsidiary of Royal Bank and remain under its current management. CSI will continue to offer ERNEX(tm) loyalty marketing solutions, loyalty program consultation and development for retailers. CSI is a transaction information company specializing in business to customer transactions for the purposes of electronic marketing. CSI offers retail businesses the opportunity to market products and services on a customer specific basis through a comprehensive and fully integrated network of customer information gathering software and hardware. For more information contact: J. Caren Holtby, Corporate Communications, at (604) 415-1517 or email: choltby@csicredit.com website - www.ernexinc.com