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Mastercard and Earthport PLC Announce Terms of Recommended Cash Offer

01/25/2019

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.

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

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