NetSpend Holdings, Inc. (NASDAQ: NTSP) (“NetSpend” or the
“Company”) today announced that it will adjourn to June 18, 2013
its special meeting of stockholders to be held in connection with
the Company’s proposed merger with Total System Services, Inc., a
Georgia corporation (“TSYS”), in order to provide additional time
for the submission and consideration of unsolicited alternative
acquisition proposals and also announced certain modifications to
its merger agreement with TSYS.
As previously disclosed, on February 19, 2013 the Company
entered into an Agreement and Plan of Merger, by and among the
Company, TSYS and General Merger Sub, Inc. (“Sub”), a Delaware
corporation and a wholly-owned subsidiary of TSYS (the “Merger
Agreement”). On April 23, 2013, the Company filed with the
Securities and Exchange Commission a definitive proxy statement
with respect to the special meeting of NetSpend shareholders to
vote on the proposed transaction (the “Proxy Statement”).
The modifications to the Merger Agreement announced today have
been made pursuant to a Memorandum of Understanding (the “MOU”)
entered into between NetSpend, TSYS, and Sub, which outlines the
terms of the parties’ agreement in principle to settle the actions
pending in the Delaware Court of Chancery and the District Court of
Travis County, Texas, captioned Koehler v. NetSpend
Holdings, Inc. et al. and Bushansky v. Netspend Holdings, Inc.
et. al., respectively. The proposed terms of the settlement are
subject to approval by the Delaware Court of Chancery (the
“Court”). Pursuant to the modified Merger Agreement:
- The fee payable by NetSpend to TSYS in
the event the Merger Agreement is terminated under certain
circumstances has been reduced from $52.6 million to $44.0
million.
- The matching period for notice to TSYS
before NetSpend may enter into a Superior Proposal (as defined in
the Merger Agreement) has been reduced from five business days to
three business days.
- In the event the Company stockholders
fail to approve the adoption of the Merger Agreement at the special
meeting and the Merger Agreement is subsequently terminated, the
“tail” period for certain transactions that could trigger a
termination fee under those circumstances has been reduced from 12
months to eight months after termination.
In addition, TSYS has agreed to waive its rights under a
provision in the Merger Agreement that would permit it to delay the
closing for up to 12 business days after the stockholder vote even
if the other conditions to closing were satisfied.
Consistent with the terms of the Merger Agreement, prior to the
receipt of NetSpend stockholder approval, the Company may furnish
information to, and engage in discussions and negotiations with,
any third party who makes an unsolicited bona fide written
acquisition proposal if: (i) the Company’s Board of Directors
determines in good faith, after consultation with its outside legal
counsel and financial advisors, that the acquisition proposal
constitutes, or would reasonably be expected to lead to, a Superior
Proposal, (ii) the Board concludes in good faith, after
consultation with its outside legal counsel and financial advisors,
that the failure to take action with respect to such proposal would
be inconsistent with the Board’s fiduciary obligations to the
Company’s stockholders, (iii) the acquisition proposal was not the
result of a breach of the Merger Agreement, and (iv) the Company
provides to TSYS certain information required by the Merger
Agreement to be delivered by the Company to TSYS.
The Company may change its recommendation to NetSpend
stockholders to vote in favor of the adoption of the Merger
Agreement and/or terminate the Merger Agreement, pay a $44.0
million termination fee to TSYS and enter into a definitive
agreement with respect to a Superior Proposal so long as the
Company first provides TSYS three business days written notice of
the terms and conditions of the Superior Proposal and makes its
representatives available to discuss with TSYS any proposed
modifications to the terms and conditions of the Merger Agreement
during the three business day period.
In light of the modifications described above, the MOU also
provides that the special meeting of NetSpend stockholders
scheduled for May 31, 2013 will be delayed in order to provide
additional time for the submission and consideration of alternative
acquisition proposals. The special meeting will be convened as
scheduled, but NetSpend will not conduct any business on such date
other than a vote with respect to the adjournment of the meeting,
as to which any proxies previously granted (and not subsequently
revoked) will be exercised in accordance with the instructions on
such proxies. Prior to the adjournment, there will be no vote on
the Merger Agreement. The meeting will be adjourned to June 18,
2013 starting at 10:00 a.m. Central Time, at the San Jacinto
Conference Center, 98 San Jacinto Blvd., Suite 160, Austin, Texas
78701.
Any proxies or votes already submitted by stockholders in
connection with the special meeting will remain valid and will be
unaffected by the delay in holding the special meeting or the
amendment of the Merger Agreement. There is no need for any
stockholders to vote again.
As described in the Proxy Statement, NetSpend stockholders who
elect to exercise appraisal rights must comply with the provisions
of Section 262 of the Delaware General Corporation Law (“DGCL”) in
order to perfect their rights. Among other things, dissenting
stockholders must deliver to the Company a written demand for
appraisal of their shares of Company common stock before June 18,
2013, the date the vote will be taken to approve the proposal to
adopt the Merger Agreement. As part of the settlement, the MOU
provides that once perfected, NetSpend and TSYS agree: (a) not to
raise a timeliness objection to an appraisal petition filed more
than 120 days and less than or equal to 150 days after the
effective date of the merger, (b) not to ask the Court to exercise
its discretion to require the surrender and notation of share
certificates during the pendency of any such appraisal action, (c)
not to object to the dissenters’ appraisal claims being prosecuted
on an opt-in group or class basis, and (d) to provide to
plaintiffs’ counsel not later than 120 days after the effective
date of the merger a statement of the aggregate number of shares
that have made an appraisal demand on the Company and the
identities of such shareholders. In all other respects, the
applicable provisions of the DGCL will control.
About NetSpend
NetSpend is a leading provider of GPR prepaid debit cards and
related financial services to the estimated 68 million underbanked
consumers in the United States who do not have a traditional bank
account or who rely on alternative financial services. The
Company's mission is to develop products and services that empower
underbanked consumers with the convenience, security and freedom to
be self-banked. Headquartered in Austin, TX, NetSpend is traded on
the NASDAQ stock exchange under the symbol NTSP. Please visit
http://www.netspend.com for more information.
FORWARD-LOOKING STATEMENTS
This press release contains statements about the expected
timing, completion and effects of the proposed merger and all other
statements in this document, other than historical facts,
constitute “forward-looking statements” within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934 as
amended by the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements
are qualified in their entirety by reference to the following
cautionary statements. All forward-looking statements speak only as
of the date hereof and are based on current expectations and
involve a number of assumptions, risks and uncertainties that could
cause the actual results to differ materially from such
forward-looking statements. The Company may not be able to complete
the proposed merger on the terms described above or other
acceptable terms or at all because of a number of factors,
including the failure to obtain stockholder approval or the failure
to satisfy the closing conditions. Factors that may affect the
business or financial results of the Company are described in the
risk factors included in the Company’s filings with the Securities
and Exchange Commission, including the Company’s 2012 Annual Report
on Form 10-K, the Company’s 2012 Annual Report on Form 10-K/A and
later filed quarterly reports on Form 10-Q and Current Reports on
Form 8-K, which factors are incorporated herein by reference. The
Company expressly disclaims a duty to provide updates to
forward-looking statements, whether as a result of new information,
future events or other occurrences.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
This communication may be deemed to be solicitation material in
respect of the proposed merger. In connection with the proposed
merger, the Company filed a definitive Proxy Statement with the SEC
on April 23, 2013. INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders may obtain free copies of the proxy
statement and other documents filed by the Company (when available)
free of charge at the SEC’s Web site at www.sec.gov or in the
Investor Relations section of the Company’s Web site at
www.netspend.com. The proxy statement and such other documents may
also be obtained for free from the Company by directing such
request to NetSpend Holdings, Inc., Attn: Secretary, Telephone
(512) 532-8200.
PARTICIPANTS IN SOLICITATION
The Company and certain of its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders in connection with the proposed merger. Information
concerning the interests of the directors and executive officers of
the Company is set forth in the Company’s Annual Report on Form
10-K/A, which was filed with the SEC on April 19, 2013. Additional
information regarding the interests of these individuals and other
persons who may be deemed to be participants in the solicitation
has been included in the definitive proxy statement relating to the
transaction as filed with the SEC on April 23, 2013.
Netspend Holdings, Inc. (MM) (NASDAQ:NTSP)
Historical Stock Chart
From Sep 2024 to Oct 2024
Netspend Holdings, Inc. (MM) (NASDAQ:NTSP)
Historical Stock Chart
From Oct 2023 to Oct 2024