August 18, 2009 (FinancialWire) —  Jack Henry & Associates, Inc. (NASDAQ: JKHY) a provider of integrated technology solutions and data processing services for financial institutions, and Goldleaf Financial Solutions, Inc. (NASDAQ: GFSI), a provider of integrated technology-based solutions designed to improve the performance of financial institutions, announced that they have entered into a definitive agreement for Jack Henry to acquire Goldleaf.

Under the terms of the agreement, Goldleaf will become a wholly-owned subsidiary of Jack Henry, and Goldleaf’s shareholders will receive $0.98 per share in cash in exchange for their shares, representing a premium of approximately 40 percent over Goldleaf’s closing share price on August 14, 2009. In addition, Jack Henry will retire certain of Goldleaf’s outstanding debt and accrued interest obligations, which is anticipated to equal approximately $42 million at closing.

Jack Henry’s technology solutions serve more than 8,800 customers nationwide and Goldleaf provides its strategic suite of integrated technology and payment solutions to more than 3,500 financial institutions worldwide. The companies have complementary business models and share many mutual customers with a dedication to providing innovative, quality technology and services.

This agreement will benefit financial institutions of all sizes that the two industry leaders reach - from mega-banks to credit unions. The companies anticipate that the combined organization will effectively deliver a much broader array of product and service offerings for customers that will provide opportunities for growth and enhanced efficiency. Financial institutions will have a greater selection of advanced technologies as well as the ability to bring new solutions to market faster.

“In addition to providing a substantial premium for our shareholders over the current trading price, the scale of this agreement will have a positive effect on the entire industry by providing thousands of financial institutions with access to more efficient, profitable and effective solutions,” Lynn Boggs, Goldleaf’s CEO, said. “Our customers will benefit from an expanded product offering and continued commitment to superior service. Jack Henry shares in our deep-rooted devotion to help financial institutions succeed in TODAY’s competitive market, solidify their trusted financial relationships, expand their presence and improve returns through the efficient use of technology. This transaction also provides our employees with an opportunity to continue with an organization committed to growth and excellence.”

According to Jack Prim, CEO of Jack Henry & Associates, “The combined company will offer one of the most comprehensive product and service offerings available today, will be positioned to leverage a broader market presence and capitalize on increased market potential, and will have a stronger competitive position. Following this merger, our revenue stream will be slightly more diversified and we anticipate long-term organic revenue growth and significant cost synergies. We believe this transaction will increase the value that we provide to our shareholders and our customers.”

Kevin Williams, CFO of Jack Henry & Associates, said, “Our acquisition of Goldleaf supports our strategy to acquire companies that provide proven solutions that we can cross sell to our core bank and credit union clients, that generate new cross-sale opportunities among our respective client bases, and that expand the specialized products and services our ProfitStars(r) division sells to virtually any financial services organization regardless of core processing platform or size. The acquisition is expected to be slightly accretive in the first full year and improve beyond that as we recognize the full impact of estimated cost synergies.”

The Goldleaf board of directors has unanimously approved the merger and will recommend that Goldleaf shareholders approve the merger. In connection with the execution of the merger agreement, the board of directors of Goldleaf received an opinion from Raymond James & Associates, Inc., its exclusive financial advisor in connection with the transaction, that the consideration to be received by the Goldleaf shareholders is fair from a financial point of view.

The transaction, which is expected to be completed by the end of the third quarter or early in the fourth quarter, is subject to the approval of Goldleaf’s shareholders and customary closing conditions.

Financial Technology Partners LP and FTP Securities LLC (together “FT Partners”) is serving as exclusive and strategic advisor to Jack Henry in this transaction.

Jack Henry will discuss the transaction during its upcoming fourth quarter fiscal 2009 earnings conference call on August 19, 2009. Jack Henry will host a live Webcast of the conference call, which will begin at 7: 45 a.m. Central (8: 45 a.m. Eastern) on August 19, 2009. The Webcast can be accessed on the Jack Henry Web site at www.jackhenry.com. Please log-on 10 minutes prior to the beginning of the call. An archived replay of the call will be available on www.jackhenry.com approximately one hour after the live call.

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