To: Kimberly Lee who wrote (31069 ) 11/22/1999 9:04:00 AM From: Craig K Respond to of 108040
I sucked up all isld shares at $22 this am.... deal worth $29 to NFNT (COMTEX) B: DIGITAL INSIGHT TO MERGE WITH NFRONT; MERGER COMBINES TWO B: DIGITAL INSIGHT TO MERGE WITH NFRONT; MERGER COMBINES TWO LEADING INTERNET BANKING PROVIDERS CALABASAS, Calif., and ATLANTA, Nov 22, 1999 /PRNewswire via COMTEX/ -- Digital Insight Corporation (Nasdaq: DGIN) and nFront, Inc. (Nasdaq: NFNT) announced today that they have signed a definitive agreement to merge the two companies, both of which are leading providers of Internet banking services to community financial institutions. The transaction is expected to close in the first quarter of 2000 pending shareholder and regulatory approvals. (Photo: newscom.com The merger has been structured as a stock-for-stock exchange with a fixed exchange ratio of 0.579 Digital Insight shares for each share of nFront. The current equity value of the transaction to nFront shareholders is approximately $439 million. Digital Insight expects the transaction to be immediately accretive to both revenue and gross profit per share, and to accelerate time-to-profitability by at least one quarter. With the merger, Digital Insight will be the clear leader among Internet banking services providers for community financial institutions. On a pro forma combined basis, the company has 645 financial institution clients with approximately 16 million potential end users, of which over 640,000 are active end-users of their Internet banking products. The combined entity will operate under the Digital Insight name and will be headquartered in Calabasas, CA., with operations continuing in nFront's Atlanta offices. John Dorman, currently Chairman of the Board, President and Chief Executive Officer of Digital Insight, will serve as the company's CEO and Chairman of the Board. Tripp Rackley, nFront's Chairman and CEO, will become the new entity's President and a member of the Board of Directors. Kevin McDonnell, Chief Financial Officer of Digital Insight, will continue in that capacity. The Board of Directors will consist of five Digital Insight directors and two nFront directors. "We are merging the industry's two strongest Internet banking enablers, as well as combining Digital Insight and nFront's complementary strengths in servicing credit unions and banks," said Dorman. "The merger brings long-needed consolidation to a fragmented market and will allow us to take advantage of compelling economies of scale. In addition, our combined companies have interfaces with every major financial data processing vendor, including ALLTEL, BISYS, CSI, EDI, EDS, Fiserv, and M&I Data Services. In total, our core processors' customer bases represent over 80 percent of our target market institutions. All of this adds up to a big win for a combined entity and for its clients." According to Rackley, "The merger better positions us to enable our clients to leverage the Internet as a full-service sales and delivery channel. Together, we will serve more financial institutions and consumers than any other Internet banking enabler. This leading position provides substantial competitive advantage as we continue to extend our business model beyond Internet banking. In effect, we will be offering the opportunity for a community financial institution to operate as a vertical financial services portal." In relation to this transaction, Digital Insight was advised by Morgan Stanley & Co, and nFront was advised by Donaldson, Lufkin & Jenrette.