Item 2.01. Completion of
Acquisition or Disposition of Assets.
Agreement and Plan of Merger
As previously disclosed in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the
SEC) on May 31, 2017, the Company entered into an Agreement and Plan of Merger (the Merger Agreement), dated as of May 26, 2017, with First Data Corporation, a Delaware corporation (First Data), and
Minglewood Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of First Data (Merger Sub). Pursuant to the Merger Agreement, on June 7, 2017, Merger Sub commenced a tender offer (the Offer) to acquire
all of the outstanding shares of common stock of the Company, $0.001 par value per share (Common Stock), at a purchase price of $15.00 per share, net to the seller in cash (the Offer Price), without interest and subject to
any required tax withholding, upon the terms and subject to the conditions of the Offer.
The Offer and related withdrawal rights expired
at one minute after 11:59 p.m., Eastern Time, on July 5, 2017. Wells Fargo Bank, National Association, in its capacity as depositary and paying agent for the Offer (the Depositary) has advised Parent and Merger Sub that 22,987,356
shares of Common Stock were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 72% of the outstanding shares of Common Stock. All conditions to the Offer having been satisfied, on July 6, 2017, Merger
Sub accepted for payment all shares of Common Stock validly tendered and not validly withdrawn prior to the expiration of the Offer, and payment of the Offer Price for such shares of Common Stock will be made by Merger Sub.
On July 6, 2017 (the Closing Date), pursuant to the terms of the Merger Agreement and in accordance with Section 251(h)
of the Delaware General Corporation Law (the DGCL), Merger Sub merged with and into the Company, with the Company being the surviving corporation (the Merger). Upon completion of the Merger, the Company became a wholly owned
subsidiary of First Data.
Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each
issued and outstanding share of Common Stock as of immediately prior to the Effective Time (other than shares of Common Stock held by the Company, First Data, Merger Sub or any of their respective subsidiaries immediately prior to the Effective Time
and shares of Common Stock with respect to which appraisal has been properly demanded pursuant to the DGCL and not withdrawn) was cancelled and converted into the right to receive the Offer Price, without interest and subject to any tax withholding
(the Merger Consideration).
At the Effective Time, each option to purchase shares of Common Stock (a Company
Option) that was outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested) was cancelled and converted into the right to receive a cash payment, without interest and subject to any required tax
withholding, equal to the product of (a) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Common Stock underlying the Company Option, multiplied by (b) the number of shares of
Common Stock underlying the Company Option. At the Effective Time, each award in respect of a share of Common Stock subject to vesting, repurchase or other lapse restriction granted under an
equity plan of the Company (a Company Restricted Stock Award) outstanding as of immediately prior to the Effective Time fully vested and was cancelled and converted into the right to receive an amount in cash, without interest and
subject to any required tax withholding, equal to the Merger Consideration in respect of each share of Common Stock subject to such Company Restricted Stock Award.
The Company offered to redeem the Companys Series A preferred stock, par value $0.001 per share (the Series A Preferred
Stock) on May 31, 2017, pursuant to the terms set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock, dated as of July 28, 2016. The Company effected the redemption on
July 6, 2017, after receiving a written instrument on June 22, 2017 from the holders of more than sixty-six and two-thirds percent (66 and 2/3%) of the outstanding shares of Series A Preferred Stock requesting the redemption.
At the Effective Time, all warrants of the Company became warrants of the surviving company in the Merger and were subject to exercise subject
to the terms of the Warrant Agreement, by and between the Company (formerly known as FinTech Acquisition Corp.) and Continental Stock Transfer & Trust Company, dated as of February 12, 2015.
The aggregate consideration paid in the Offer and Merger was approximately $750 million, without giving effect to related transaction fees and
expenses.
The foregoing summary of the principal terms of the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the full copy of the Merger Agreement, which was filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on May 31, 2017 and is incorporated by reference herein as Exhibit 2.1.