Cardtronics, Inc. (Nasdaq:CATM) today announced that its
wholly-owned subsidiary, Cardtronics USA, Inc. has entered into a
definitive agreement under which it will acquire EDC ATM
Subsidiary, LLC and Efmark Deployment I, Inc. (collectively "EDC").
Under the terms of the agreement, and upon closing, Cardtronics
will pay $145 million, plus or minus an adjustment for working
capital as of the closing date. Cardtronics expects this
transaction to be accretive to adjusted net income per
share in 2011 and increasingly accretive in future years as
synergies are fully realized.
Upon closing of the transaction, Cardtronics will acquire all
ownership interests in EDC's ATM business, including approximately
3,700 ATMs, as well as numerous ATM placement agreements with
high-traffic U.S. retailers and ATM branding contracts with some of
America's largest financial institutions. EDC operates nationwide
with an ATM placement portfolio focused on multi-state retail
operators and high transacting merchant locations, such as
convenience stores.
Combination Would Improve Cardtronics' Market
Position
In the event of successfully closing this acquisition,
Cardtronics would reinforce and enhance its status as creator and
caretaker of a value-based community populated by merchants,
financial institutions and consumers. Among the expected
post-acquisition closing benefits to Cardtronics' network of
relationships, EDC's ATM placements would significantly enhance
Cardtronics' footprint in the Midwest and Great Lakes regions — in
effect, doubling its owned ATM placements in multiple states.
Additionally, upon completion of the acquisition, Cardtronics will
have ATM branding relationships with eight of the 15 largest U.S.
banks (by assets).
"EDC has built a tremendous network of retail ATM placements and
financial institution branding partnerships," said Steve Rathgaber,
chief executive officer, Cardtronics. "This acquisition would
enhance Cardtronics' reach in more geographic regions across the
U.S. and would expand our relationships in the important
convenience store market. Cardtronics remains the most proven and
trusted ATM provider in both the financial services and retailer
worlds."
By The Numbers
(upon closing) |
ATMs |
Cardtronics-owned (U.S.) |
23,500 |
Branded ATMs (U.S.) |
14,700 |
Owned + Managed/Operated (worldwide) |
41,000+ |
Additional Transaction Details
Cardtronics intends to finance the acquisition primarily through
its revolving credit facility, which was recently expanded from
$175 million to $220 million. The transaction is expected to be
accretive to adjusted net income per share in 2011 and increasingly
accretive in future years. EDC generated approximately $56 million
of revenue in the 12 months ended March 31, 2011, which does not
fully reflect the impact of certain new retail and financial
institution relationships initiated during the period. Upon
closing, Cardtronics expects to update 2011 earnings guidance.
Approvals and Anticipated Closing
The final completion of the acquisition is subject to various
conditions including customary regulatory approvals, including the
expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which
Cardtronics expects to occur during its third quarter.
Conference Call
Cardtronics will host a conference call, Wednesday, June 22,
2011, at 7:30 a.m. CDT (8:30 a.m. EDT) to discuss this acquisition.
To access the call, please call the conference call operator
at:
Dial in: |
(877) 303-9205 |
Alternate dial-in: |
(760) 536-5226 |
Please call in 15 minutes prior to the scheduled start time and
request to be connected to the "Cardtronics EDC Acquisition Call."
Additionally, a live audio webcast of the conference call will be
available online through the investor relations section of the
Cardtronics website at http://www.cardtronics.com.
A digital replay of the conference call will be available
through Wednesday, July 6, 2011, and can be accessed by calling
(800) 642-1687 or (706) 645-9291 and entering 77822870 for the
conference ID. A replay of the conference call will also be
available online through the Company's website subsequent to the
call through July 21, 2011.
Advisors
Financial Technology Partners LP and FTP Securities LLC
(together "FT Partners") served as exclusive strategic advisor to
EDC and its board of directors in this transaction.
About EDC ATM
Headquartered in Walnut Creek, Calif. and a subsidiary of EDC
Holding Company, LLC, EDC ATM, LLC has approximately 3,700 turnkey
ATMs and self-service financial kiosks in its nationwide network.
EDC operates nationwide, processing millions of transactions each
month. The company has a proven track record of providing
innovative financial services programs for large retailers,
financial institutions, and independent merchants whose customers
want a quick, convenient and affordable way to access cash and
perform a variety of other day to day financial transactions.
About Cardtronics, Inc.
Cardtronics (Nasdaq:CATM) is the world's largest non-bank owner
of ATMs. The Company operates over 33,200 ATMs in the United
States, the United Kingdom, Mexico, and the Caribbean, primarily
with well-known retailers such as 7-Eleven®, Chevron®,
Costco®, CVS®/pharmacy, ExxonMobil®, Hess®, Rite Aid®, Safeway®,
Target®, and Walgreens®. Cardtronics also assists in the
operation of approximately 4,000 ATMs under managed services
contracts with customers such as Kroger®, Travelex®, and Circle
K®. In addition to its retail ATM operations, the Company
provides services to large and small banks, credit unions, and
prepaid card issuers, allowing them to place their brands on over
12,000 Cardtronics' ATMs and providing surcharge-free access
through Cardtronics' Allpoint Network. www.cardtronics.com.
The Cardtronics logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=991
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements give the Company's current
expectations or forecasts of future events, future financial
performance, strategies, expectations, competitive environment,
regulation, and availability of resources. The forward-looking
statements contained in this release include, among other things,
statements concerning projections, predictions, expectations,
estimates or forecasts as to the Company's business, financial and
operational results and future economic performance, and statements
of management's goals and objectives and other similar expressions
concerning matters that are not historical facts. These
statements are subject to risks and uncertainties that could cause
actual performance or results to differ materially from those
expressed in or suggested by the forward-looking
statements. These risks and uncertainties include, but are not
limited to, the following:
- the Company's financial outlook and the financial outlook of
the ATM industry;
- the Company's ability to respond to recent and future
regulatory changes, including implementation of regulations under
the Dodd-Frank Wall Street Reform and Consumer Protection Act,
which may impact the ATM and financial services industries;
- the Company's ability to respond to potential reductions in the
amount of interchange fees that it receives from global and
regional debit networks for transactions conducted on its
ATMs;
- the Company's ability to provide new ATM solutions to financial
institutions;
- the Company's ATM vault cash rental needs, including potential
liquidity issues with its vault cash providers;
- the implementation of the Company's corporate strategy,
including successful implementation of certain strategic
organizational changes that were recently initiated;
- the Company's ability to compete successfully with new and
existing competitors;
- the Company's ability to renew and strengthen its existing
customer relationships and add new customers;
- the Company's ability to meet the service levels required by
its service level agreements with its customers;
- the Company's ability to pursue and successfully integrate
acquisitions;
- the Company's ability to successfully manage its existing
international operations and to continue to expand
internationally;
- the Company's ability to prevent security breaches;
- the Company's ability to manage the risks associated with its
third-party service providers failing to perform their contractual
obligations;
- the Company's ability to manage concentration risks with key
customers, vendors and service providers;
- changes in interest rates and foreign currency rates; and
- the additional risks the Company is exposed to in its armored
transport business.
Other factors that could cause the Company's actual performance
or results to differ from its projected results are described in
its filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. You should not read forward-looking
statements as a guarantee of future performance or
results. They will not necessarily be accurate indications of
the times at or by which such performance or results will be
achieved. Forward-looking statements speak only as of the date
the statements are made and are based on information available at
the time those statements are made and/or management's good faith
belief as of that time with respect to future events. The
Company assumes no obligation to update forward-looking statements
to reflect actual results, changes in assumptions or changes in
other factors affecting forward-looking information.
Cardtronics and Allpoint are registered trademarks of
Cardtronics, Inc.
CONTACT: Cardtronics - Media
Nick Pappathopoulos
Director - Public Relations
832-308-4396
npappathopoulos@cardtronics.com
Cardtronics - Investors
Chris Brewster
Chief Financial Officer
832-308-4128
cbrewster@cardtronics.com
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