SAN FRANCISCO — Consumer credit scoring firm Fair, Isaac & Co. said Monday it will buy fraud detection specialist HNC Software Inc. in a $726 million deal designed to help businesses do a better job of finding and retaining customers.
The stock swap, expected to be completed by Sept. 30, will combine two low-profile companies that play a pivotal role in bank’s lending decisions and anti-fraud efforts.
San Rafael-based Fair, Isaac provides a widely used formula that assesses the creditworthiness of consumers based on their past records.
Lenders rely on Fair Isaac’s calculations, known as FICO scores, to weed out deadbeats and determine the size and prices on loans. Consumers with low FICO scores often pay higher prices for credit cards, mortgage or auto loans or can’t borrow at all.
Fair Isaac has sold more than 10 billion FICO scores since they were introduced 17 years ago, raising the hackles of some consumer activists who contend the company wields too much behind-the-scenes power.
San Diego-based HNC sells a service that tracks customer spending patterns to help identify fraud. Besides protecting lenders from crooks, HNC analyzes its data to help helps banks, insurers and telephone companies identify prospective customers and sell other products to existing customers.
“This combination makes incredible sense,” said Tom Grudnowski, Fair Isaac’s chief executive officer, who will continue to run the company after the merger.
The combined company expects to shave $35 million in annual expenses by laying off workers in similar jobs and eliminating other overlapping operations. Grudnowski told analysts that slightly fewer than 10 percent of the 2,700 employees in the combined company will lose their jobs.
Many industry analysts praised the deal, describing the marriage as an ideal match.
“This is a deal that needed to be done. It’s going to be a pretty potent combination,” said analyst Brad Eichler of Stephens Inc.
But the abysmal track record of past high-tech mergers should raise red flags about this combination, said analyst Robert Tholemeier of Wells Fargo Securities.
“There are always cultural clashes and technology clashes in these mergers,” Tholemeier said. “I expect to see trouble 12 months from now.”
Investors drove down Fair Isaac’s stock Monday while bidding up HNC’s — a mixed reaction common after a merger announcement.
Fair Isaac’s shares fell $6.59, or 10 percent, to close at $57.50 on the New York Stock Exchange Monday while HNC’s shares rose $2.08, or nearly 12 percent, to close at $19.52 on the Nasdaq Stock Market.
The decline in Fair Isaac’s stock decreased the value of the stock swap from $810 million when it was announced to $726 million at the close of Monday’s trading.
With the addition of HNC’s business, Fair Isaac’s expects its annual revenues to climb from about $355 million this year to $690 million. Fair Isaac predicted the extra business will boost its earnings during the fiscal year ending in September 2003 to $2.85, up from the consensus estimate of $2.77 among analysts polled by Thomson Financial/First Call.
Through the first half of the company’s current fiscal year, Fair Isaac earned $27.7 million, a 42 percent increase from the prior year. After nearly doubling in value last year, Fair Isaac’s stock had edged up modestly this year before Monday’s backlash to the deal.