Purchase Will Complement USAT’s Service
Portfolio and Merge Best-in-Class Payments and Software Systems for
the Unattended and Self-Serve Retail Markets
USA Technologies, Inc. (NASDAQ:USAT), a premier payment
technology service provider of integrated cashless and mobile
transactions in the self-serve retail markets, today announced that
it has signed a definitive agreement to acquire Cantaloupe Systems,
Inc. (“Cantaloupe”), a premier provider of cloud and mobile
solutions for vending, micro markets, and office coffee service, in
a transaction valued at approximately $85 million. The acquisition
is expected to bring together complementary portfolios and what
both companies believe to be the industry’s top solutions for the
purpose of providing a unified platform, unparalleled service and
unrivaled value to customers in the unattended retail market.
"Cantaloupe Systems is a strategic acquisition for our business
as it will expand our product offering as well as our reach," said
Stephen P. Herbert, chairman and chief executive officer, USA
Technologies. “Combining the two best-of-breed companies will
provide an exciting opportunity for our customers, shareholders,
partners and employees. We believe the strength of the teams, as
well as the collective product and service portfolio, will provide
our customers with a true enterprise software platform that’s
unrivaled in the markets we serve. The team at Cantaloupe built an
unequaled product and service portfolio. USAT is honored to have an
opportunity to help catapult that great work into new and emerging
markets as well as add value to our combined customer base. We
expect the combined entity will offer both teams an opportunity to
provide a world class solution to the market that is second to
none.”
Pursuant to the agreement, USAT will pay $65 million cash and
issue approximately $20 million in stock for the acquisition. The
company will also assume up to $1.8 million of Cantaloupe’s notes
payable. After one-time acquisition and integration related
expenses, the company anticipates this transaction to be accretive
in fiscal 2018. The transaction is subject to usual and customary
closing conditions, and is expected to close later this week.
William Blair & Company acted as the exclusive financial
advisor, and Lurio & Associates P.C., Ballard Spahr LLP, and
RatnerPrestia acted as legal advisors to USA Technologies.
With Cantaloupe’s existing customer-base in the United States,
Canada, Australia, and South America, the union would expand USAT’s
footprint into new global markets. The Cantaloupe product line has
natural synergies with USAT’s market-leading ePort® Connect
Platform. Its Seed Cloud™ offering is comprised of: Seed Pro, Seed
Office, Seed Cashless, Seed Delivery, and Seed Markets. These
solutions provide cloud and mobile solutions for dynamic route
scheduling, automated pre-kitting, responsive merchandising,
inventory management, warehouse and accounting management, as well
as cashless vending. The collective technologies would offer a new
value proposition – a true end-to-end enterprise platform for the
unattended retail market. We expect it to pave the way for
decreased operational costs, increased sales, and the ability for
customers to run their business in a more efficient and competitive
way, all of which are true to USAT’s commitment to providing its
customers and partners with the best value and service.
“We anticipate that the combination of Cantaloupe’s award
winning, proven Logistics and cloud technology; coupled with USA
Technologies’ market-leading, robust and secure payment
capabilities will bring a truly distinctive, turn-key enterprise
solution to our market,” said Mandeep Arora, co-founder and chief
executive officer, Cantaloupe Systems. “Together, we will ensure
the industry continues to modernize. In addition, USA Technologies’
financial strength and industry footprint of approximately 13,000
customers will enable us to drive mainstream adoption of our
technology and execute on our product vision.”
Useful Links:USA Technologies:
https://usatech.com/Twitter: https://twitter.com/usa_techResource
Center: https://usatech.com/resource-center/the-benefitsYouTube:
https://www.youtube.com/user/USATechnologiesCantaloupe Systems:
http://www.cantaloupesys.comTwitter:
https://twitter.com/cantaloupesysProducts:
http://www.cantaloupesys.com/productsYouTube:
https://www.youtube.com/user/cantaloupesystems
About USA Technologies:USA Technologies, Inc. is a
premier payment technology service provider of integrated cashless
and mobile transactions in the self-service retail market. The
company also provides a broad line of cashless acceptance
technologies including its NFC-ready ePort® G-series, ePort Mobile™
for customers on the go, ePort® Interactive, and QuickConnect, an
API Web service for developers. USA Technologies has 73 United
States and foreign patents in force; and has agreements with
Verizon, Visa, Chase Paymentech and customers such as Compass, AMI
Entertainment and others. For more information, please visit the
website at www.usatech.com.
About Cantaloupe Systems:Cantaloupe Systems is the
vending industry’s premier provider of cloud-based, mobile
technologies that deliver an integrated end-to-end vending and
payment solution for cashless vending, dynamic route scheduling,
automated pre-kitting and merchandising and inventory
management…all accessible by any mobile device. With a combined
100+ years vending experience, Cantaloupe Systems’ expert
consultation team can help vending operators modernize their
vending business resulting in increased revenue, greater route
efficiencies and streamlined back office administration. Hundreds
of customers, with hundreds of thousands of machines connected,
rely on Cantaloupe Systems’ innovative solutions to give them full
control and visibility over their operations, their inventory and
their people so they can more proactively, predictably and
competitively run their business. Learn more about smarter vending
at cantaloupesys.com.
Forward-looking Statements:"Safe Harbor" Statement under
the Private Securities Litigation Reform Act of 1995: All
statements other than statements of historical fact included in
this release, including without limitation the business strategy
and the plans and objectives of USAT's management for future
operations, are forward-looking statements. When used in this
release, words such as "anticipate", "believe", "estimate",
"expect", "intend", and similar expressions, as they relate to USAT
or its management, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of USAT's
management, as well as assumptions made by and information
currently available to USAT's management. Actual results could
differ materially from those contemplated by the forward-looking
statements as a result of certain factors, including but not
limited to, the ability of USAT to accurately predict future market
conditions and consumer behavior, and the effect of the merger on
the Company’s earnings in fiscal 2018 and fiscal 2019; and the
possibility that all of the expected benefits and efficiencies from
the combined offering of the services of USAT and Cantaloupe
Systems, including increases in revenue, business efficiencies and
competitiveness, and decrease in operational costs, will not be
realized by all vending owners/operators and on all vending
machines or within the expected time period. Further information
regarding the important factors that could cause actual results to
differ from projected results can be found in USAT’s reports filed
with the SEC, including our Annual Report on Form 10-K for the
fiscal year ended June 30, 2017. Readers are cautioned not to place
undue reliance on these forward-looking statements. Any
forward-looking statement made by us in this release speaks only as
of the date of this release. Unless required by law, USAT does not
undertake to release publicly any revisions to these
forward-looking statements to reflect future events or
circumstances or to reflect the occurrence of unanticipated
events.
--- F-USAT
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