Mastercard and Earthport PLC Announce Terms of Recommended Cash Offer
January 25 2019 - 6:59AM
Business Wire
Mastercard Incorporated (NYSE:MA) and Earthport PLC today
published a Rule 2.7 announcement under the City Code on
Takeovers and Mergers regarding an agreement on the terms of a
recommended all cash offer by Mastercard UK Holdco Limited, an
indirectly, wholly-owned subsidiary of Mastercard, for the entire
issued and to be issued ordinary share capital of Earthport.
Under the agreement, which will be subject to the conditions and
further terms set out in Appendix I of the announcement at
investor.mastercard.com, Earthport shareholders will be entitled to
receive 33 pence in cash for each Earthport share.
The acquisition values the entire issued and to be issued
ordinary share capital of Earthport at approximately £233 million
(approximately US$305 million) on a fully diluted basis.
With Mastercard's experience as a global network, its bank
distribution, technology and reach, including Mastercard Send and
Vocalink's faster payment capability, financial stability and
brand, Mastercard UK Holdco believes Mastercard can complement and
enhance Earthport’s existing capabilities and allow it to
accelerate development of a more robust account-to-account
cross-border network service.
Mastercard UK Holdco Limited is a private limited company
incorporated in England and Wales. Further details in relation to
Mastercard and Mastercard UK Holdco will be contained in the offer
document at investor.mastercard.com.
About Mastercard Incorporated
Mastercard (NYSE: MA), www.mastercard.com, is a technology
company in the global payments industry. Our global payments
processing network connects consumers, financial institutions,
merchants, governments and businesses in more than 210 countries
and territories. Mastercard products and solutions make
everyday commerce activities - such as shopping, traveling, running
a business and managing finances - easier, more secure and more
efficient for everyone. Follow us on Twitter @MastercardNews,
join the discussion on the Beyond the Transaction Blog and
subscribe for the latest news on the Engagement Bureau.
Forward-Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Mastercard UK
Holdco Limited, Mastercard and Earthport contains statements about
Mastercard UK Holdco Limited, Mastercard and Earthport that are or
may be deemed to be "forward looking statements". These statements
are prospective in nature and are not based on historical facts,
but rather based on the current expectations of the management of
Mastercard UK Holdco Limited, Mastercard and Earthport about future
events, and are naturally subject to uncertainty and changes in
circumstances. The forward looking statements contained in this
Announcement include statements relating to the financial position,
business strategy or plans for future operations of, and the
expected effects or potential synergies of the Acquisition on,
Mastercard UK Holdco Limited and Mastercard and the Wider Earthport
Group, the expected timing and scope of the Acquisition and other
statements other than historical facts. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "should", "would", "could", "anticipates",
"estimates", "projects", "strategy" or words or terms of similar
substance or the negative thereof are forward looking
statements.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the Conditions to the
Acquisition, as well as additional factors, such as changes in
political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring
objectives, impact of any acquisitions or similar transactions,
changes in customers' strategies and stability, competitive product
and pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. Each of
Mastercard UK Holdco Limited, Mastercard and Earthport disclaims
any obligation to update publicly or revise any forward looking or
other statements contained herein, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190125005164/en/
Mastercard Investor RelationsGina Accordino,
914-249-4565investor.relations@mastercard.com
Mastercard CommunicationsSeth
Eisen, 914-249-3153Seth.Eisen@mastercard.com
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