[October 20, 2017] |
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First Data to Acquire BluePay
First Data Corporation (NYSE:FDC), a global leader in commerce-enabling
technology and solutions, today announced that it has entered into a
definitive stock purchase agreement for First Data to acquire BluePay
Holdings, Inc. ("BluePay") from current owners, including TA Associates
and BluePay management, for $760 million in cash, subject to
adjustments. The transaction is expected to be modestly accretive in the
first full year post-closing, before expected synergies.
BluePay, a provider of technology-enabled payment processing for
merchants in the U.S. and Canada, is one of First Data's largest
distribution partners with a strong focus on software-enabled payments
and Card-Not-Present transactions. BluePay processes approximately $19
billion of annual volume for more than 77,000 merchants and is
integrated into more than 450 software platforms. The company has
software integration solutions that complement those offered through
First Data's CardConnect business.
"BluePay is a long-standing First Data distribution partner with an
excellent track record of innovation and growth. We are pleased to add
BluePay's unique capabilities and its talented team to the First Data
family," said First Data Chairman and CEO, Frank Bisignano. "We believe
BluePay's best-in-class integrated Card-Not-Present solutions, combined
with CardConnect's cutting-edge ISV product suite acquired earlier this
year, clearly sets First Data apart from the competition in the high
growth integrated payments space."
"This is an exciting day for BluePay as this transaction presents a
great opportunity to join an outstanding global organization like First
Data," said BluePay Executive Chairman, John Rante.
"We believe First Data can accelerate our software-driven payments
strategy and provide value to clients and partners through the
combination of First Data's payment facilitation capabilities, global
processing expertise, and an unparalleled distribution network," said
BluePay CEO, Bala Janakiraman.
The transaction is subject to customary closing conditions, including
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. The parties expect the transaction
to close in the fourth quarter of 2017.
Weil, Gotshal & Manges LLP acted as legal advisor to First Data. Credit
Suisse served as financial advisor to BluePay, and Goodwin Procter acted
as legal advisor.
Conference Call and Webcast
First Data will host a conference call and webcast to review the
transaction on Friday, October 20, 2017, at 8 a.m. ET. To listen to the
call, dial +1 (844) 826-3033 (U.S.) or +1 (412) 317-5172 (outside the
U.S.). The call will also be webcast on the Investor Relations section
of the First Data website at investor.firstdata.com,
along with a slide presentation to accompany the call.
A replay of the call will be available through November 20, 2017, at +1
(877) 344-7529 (U.S.) or +1 (412) 317-0088 (outside the U.S.); passcode
10113742, and via webcast at investor.firstdata.com.
About First Data
First Data (NYSE:FDC) is a global leader in commerce-enabling technology
and solutions, serving approximately six million business locations and
4,000 financial institutions in more than 100 countries around the
world. The company's 24,000 owner-associates are dedicated to helping
companies, from start-ups to the world's largest corporations, conduct
commerce every day by securing and processing more than 2,800
transactions per second and $2.2 trillion per year.
About BluePay
BluePay is a leading provider of technology-enabled payment processing
for merchants in the United States and Canada. Through physical POS,
online, and mobile interfaces, as well as CRM and ERP software
integrations, BluePay processes business-to-consumer and
business-to-business payments while providing real-time settlement,
reporting, and reconciliation, along with robust security features such
as tokenization and point-to-point encryption. BluePay is headquartered
in Naperville, Illinois.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking information relating to
First Data and the proposed acquisition of BluePay by First Data that
involves substantial risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such
statements. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer to
future events or conditions, and include words such as "believes,"
"plans," "anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should," "could,"
"potential," or similar expressions. Forward-looking statements in this
communication include, among other things, statements about the
potential benefits of the proposed acquisition; First Data's plans,
objectives, expectations and intentions; the financial condition,
results of operations and business of First Data; industry, business
strategy, goals and expectations concerning First Data's market
position, future operations, future performance and profitability; and
the anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing of the acquisition (including
the failure to obtain necessary regulatory approval) in the anticipated
timeframe or at all; the occurrence of any event, change or other
circumstance that could give rise to the termination of the stock
purchase agreement; risks related to the potential impact of the
announcement or consummation of the proposed transaction on First Data's
important relationships, including with employees, suppliers and
customers; disruption from the transaction making it more difficult to
maintain business and operational relationships; negative effects of
this announcement or the consummation of the proposed acquisition on the
market price of First Data's common stock and on First Data's operating
results; significant transaction costs; the risk of litigation and/or
regulatory actions related to the proposed acquisition; and risks
related to the ability to realize the anticipated benefits of the
acquisition, including the possibility that the expected benefits from
the proposed acquisition will not be realized or will not be realized
within the expected time period. Many of these factors are beyond First
Data's control. A further description of risks and uncertainties
relating to First Data can be found in its Annual Reports on Form 10-K
for the fiscal year ended December 31, 2016, and in its subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of
which are filed with the SEC (News - Alert) and available at www.sec.gov.
Unless otherwise required by applicable law, First Data disclaims any
intention or obligation to update forward-looking statements contained
in this communication as the result of new information or future events
or developments.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171020005319/en/
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