Willkie Advises Special Committee on Acquisition of M&F Worldwide by MacAndrews

September 12, 2011

The deal, which values the company at $483 million, was approved by MFW’s board of directors.

Willkie acted as legal counsel to the special committee of M&F Worldwide Corp. (MFW) in connection with the company’s definitive merger agreement with MacAndrews & Forbes Holdings Inc. The deal, which values the company at $483 million and was announced on September 12, was approved by MFW’s board of directors, upon the recommendation and approval of the special committee comprised entirely of independent directors that examined the transaction over a three-month period. Under the agreement, MFW, a holding company that owns Harland Clarke, Harland Financial Solutions, Scantron and Mafco Worldwide, will be merged with a subsidiary of MacAndrews & Forbes. All outstanding shares of MFW common stock not owned by MacAndrews & Forbes will be converted into the right to receive $25 in cash per share, a price that represents a greater than 47% premium to MFW’s closing share price on the last trading day prior to MacAndrews & Forbes' announcement of its proposal. The transaction is subject to a non-waivable condition that a majority of the outstanding shares of MFW common stock not owned by MacAndrews & Forbes vote in favor of the merger agreement, as well as upon the receipt of regulatory approvals and other customary closing conditions.

Willkie partners Jeffrey Hochman and Michael Schwartz led the team, which also included corporate associate Ameesha Hosmane and litigation partner Tariq Mundiya and associate Todd Cosenza.