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 FAIRFIELD, Conn., Oct. 12 /PRNewswire/ -- H&R Block, Inc. (NYSE: HRB) and MECA Software, Inc.(NASDAQ: MECA) announced today that they have entered into a definitive merger agreement providing for Block's acquisition of MECA. Under the terms of the merger agreement, which has been approved by Block's and MECA's boards, a wholly-owned subsidiary of Block will make a cash tender offer for all outstanding shares of MECA stock at a price of $6.625 per common share. If the tender offer is successful, any shares not purchased in the offer will be acquired in a subsequent merger transaction for the same cash price. The total purchase price for MECA stock on a fully diluted basis will be approximately $32.2 million. MECA will operate as a separate subsidiary of Block out of its offices in Connecticut.
 The merger agreement provides that if it is terminated under certain circumstances, including by MECA to accept a more favorable acquisition proposal, MECA will pay Block a termination fee of $900,000 and an expense allowance of $450,000.
 MECA is prominent in the field of developing, publishing and marketing personal productivity software designed to assist individuals in managing their personal finances and in preparing their income taxes. MECA's products are marketed primarily under the names of "Andrew Tobias' Managing Your Money," "Andrew Tobias' TaxCut," "Fidelity On-Line Xpress" and "Hyatt Legal Services' Home Lawyer."
 Personal financial software is one of the fastest growing segments of the consumer software market. MECA's products are currently marketed to new users primarily through distributors, retailers, OEM relationships and direct mail. Additionally, MECA markets product updates, membership plans and related products and services to its approximately one million registered users.
 H&R Block Tax Services, a wholly-owned subsidiary of Block, is the world's largest tax return preparation firm, serving over 18 million taxpayers in the most recent year. MECA's "TaxCut" tax preparation software will provide Block with products designed to address the market for taxpayers who prepare their own tax returns. In addition, "Managing Your Money" and "Fidelity On-Line Xpress" help organize and manage users' personal finances throughout the year. In addition, the MECA products will be complementary with on-line information services such as those provided by Block's CompuServe subsidiary and others. It is expected that personal financial software in the future will rely much more heavily on computer networks for information and processing transactions.
 Thomas M. Block, president and chief executive officer of H&R Block, said, "The MECA transaction represents a very important strategic acquisition for our company. We believe that MECA's personal productivity software will contribute to the long-term growth of Block. In particular we believe that the offering of high quality tax preparation software to self preparers will enhance Block's position as the pre-eminant provider of products and services to the taxpaying public."
 Added Daniel M. Schley, president and chief executive officer of MECA Software, "We are pleased by the proposed merger agreement and financial terms of the proposal, which have been unanimously approved by MECA's board of directors. Block's committment to personal finance and income tax software markets will afford us the ability to further develop and market state-of-the-art products to serve these consumer markets. Consequently, we view this merger as being in the best interests of our shareholders, customers and employees. We are very pleased, indeed, to be joining forces with H&R Block."
 The tender offer is expected to be commenced next week and will be conditioned upon, among other things, there being properly tendered and not withdrawn that number of shares which, together with the shares subject to purchased under the stock purchase agreement referred to below, represent at least a majority of MECA's common shares on a fully diluted basis. The offer will not be conditioned on the obtaining of financing. The offer will be made only pursuant to definitive offering documents to be filed with the Securities and Exchange Commission and mailed to all MECA stockholders.
 Simultaneously with the execution of the merger agreement, Block entered into separate stock purchase agreements with certain stockholders of MECA, which own approximately 45 percent of MECA's outstanding common shares, providing for the purchased of their shares at the offer or promptly following the completion of the offer at the same cash price to be paid in the offer and the merger.
 H&R Block, Inc., headquarterd in Kansas City, Mo., is a diversified personal services company. In its fiscal year ending April 30, 1993, the company reported revenues of $1,525,330,000 and net earnings of $180,705,000.
 -0- 10/12/93
 /CONTACT: Paul D. Harrison, executive vice president of MECA Software, 203-256-5000/

CO: H&R Block, Inc.; MECA Software, Inc. ST: Connecticut, Missouri IN: CPR FIN SU: TNM

CM-JL -- NE002 -- 0948 10/12/93 09:05 EDT
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Publication:PR Newswire
Date:Oct 12, 1993

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