LONDON & PURCHASE, N.Y.--(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.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190125005164/en/
Mastercard Investor Relations
Gina Accordino,
914-249-4565
investor.relations@mastercard.com
Mastercard Communications
Seth Eisen, 914-249-3153
Seth.Eisen@mastercard.com
Source: Mastercard Investor Relations