SAN FRANCISCO and MOUNTAIN VIEW, Calif., April 21 /PRNewswire-FirstCall/ -- Visa Inc.
(NYSE: V) ("Visa") and CyberSource Corporation (Nasdaq: CYBS)
("CyberSource") today announced that they have entered into a
definitive agreement for Visa to purchase CyberSource, a leading
provider of electronic payment, risk management and payment
security solutions to online merchants at a price of $26.00 per share, or total consideration of
approximately $2.0 billion to be paid
with cash on hand.
CyberSource is an established industry leader that plays a role
in processing approximately 25 percent of all eCommerce dollars
transacted in the United States.
The company serves more than 295,000 merchants through its
CyberSource and Authorize.Net branded solutions. CyberSource
clients include British Airways, Home Depot, Facebook, Google and
many small businesses.
The acquisition of CyberSource will result in a compelling
combination whose assets and expertise are expected to drive
long-term growth by:
- Accelerating the growth of the eCommerce category thereby also
increasing the usage of Visa debit, prepaid and credit products for
online purchases.
- Drawing on Visa's financial institution relationships and
global presence to more rapidly drive international expansion of
CyberSource's products and services. Today the majority of
CyberSource's revenues are generated in the United States, leaving tremendous
opportunity for global growth.
- Building on CyberSource's relationships with merchants to
expand the adoption and enhance the functionality of other Visa
eCommerce solutions such as Rightcliq.
- Delivering best-in-class fraud management services to
accelerate adoption of CyberSource solutions.
- Increasing adoption of CyberSource's secure payment data
hosting solutions to address a growing merchant need.
These benefits will be realized by merchants and financial
institutions alike. Together, Visa and CyberSource will help
merchants increase revenue through global growth while minimizing
monetary loss from fraud and provide them with fast and efficient
connectivity to multiple payment networks, including Visa. For
financial institutions acquirers, Visa will deliver added value by
providing new business referrals from eCommerce merchants.
"Online commerce continues to grow rapidly, and this acquisition
will enable Visa to offer new and enhanced services that will
better meet the growing demand among merchants globally for robust,
secure online payment processing capabilities which in turn will
grow the entire eCommerce category," said Joseph W. Saunders, Chairman and CEO of
Visa Inc. "With CyberSource, we are adding a new suite of
leading eCommerce capabilities and experience in addressing
eCommerce merchant needs. And, as eCommerce increasingly migrates
to mobile devices, we believe the combination of Visa and
CyberSource technology and services will position Visa to lead in
mobile eCommerce."
The two companies are a proven team, having partnered since
1999, and currently collaborate on risk models built into
CyberSource's automated fraud management solutions.
"By joining forces with the world's foremost payments company,
we will have the opportunity to utilize Visa's regional expertise
and global presence to drive international adoption of CyberSource
in key geographies," said Michael
Walsh, President and CEO of CyberSource Corporation.
"We are excited to build on the existing relationship we have
with Visa and extend the reach and capabilities of our eCommerce
payment platform for small businesses and international brands
around the world," said William S.
McKiernan, Executive Chairman and Founder of
CyberSource.
"The acquisition of CyberSource aligns with Visa's long-term
strategic plan to identify and invest in opportunities today that
will drive future growth and deliver enhanced value to Visa and our
clients," said Saunders.
Visa expects this transaction to be approximately $0.04 to $0.05 dilutive to its fiscal fourth
quarter 2010 earnings per share on a GAAP basis, due to
acquisition-related amortization and one-time transaction costs.
Visa expects this transaction to be slightly dilutive to its
fiscal full-year 2011 earnings per share on a GAAP basis, primarily
related to amortization of intangible assets.
CyberSource's President and CEO, Michael
Walsh, will continue to oversee CyberSource's operations.
CyberSource's Executive Chairman and Founder, William S. McKiernan, will join Visa as an
Executive Advisor to assist in the integration of the two
businesses.
The transaction is subject to customary closing conditions,
including approval by the stockholders of CyberSource and required
regulatory approvals. The transaction, which has been approved by
the Visa and CyberSource boards of directors, does not require a
Visa stockholder vote and is expected to close in Visa's fourth
fiscal quarter of 2010.
Visa and CyberSource will host a conference call today at
5:30 a.m. Pacific time (8:30 a.m. Eastern time) to discuss the
transaction. The dial-in information for the call is 888-790-4410
(within the United States) or
773-756-0127 (international). The conference passcode is GATEWAY. A
replay of the call will be available until May 19 and can be accessed by dialing
800-925-4998 (within the United
States) or 402-220-4330 (international). The live call
and replay, along with supporting materials, can also be accessed
through the Investor Relations section of Visa's website at
www.investor.visa.com.
About Visa
Visa is a global payments technology company that connects
consumers, businesses, financial institutions and governments in
more than 200 countries and territories to fast, secure and
reliable digital currency. Underpinning digital currency is one of
the world's most advanced processing networks—VisaNet—that is
capable of handling more than 10,000 transactions a second, with
fraud protection for consumers and guaranteed payment for
merchants. Visa is not a bank and does not issue cards, extend
credit or set rates and fees for consumers. Visa's innovations,
however, enable its financial institution customers to offer
consumers more choices: pay now with debit, ahead of time with
prepaid or later with credit products. For more information, visit
www.corporate.visa.com.
About CyberSource
CyberSource solutions enable electronic payment processing for
Web, call center, and POS environments. CyberSource also offers
industry-leading risk management and payment security solutions for
merchants accepting card-not-present transactions. CyberSource
Professional Services designs, integrates, and optimizes commerce
transaction processing systems. Approximately 295,000 businesses
use CyberSource solutions, including half the companies comprising
the Dow Jones Industrial Average. The company is headquartered in
Mountain View, California, and has
sales and service offices in Japan, Singapore, the United Kingdom, and other locations in
the United States including
Bellevue, Washington and
American Fork, Utah. For more
information on CyberSource please visit www.CyberSource.com or
email info@CyberSource.com. For more information on
Authroize.Net small business solutions, please visit
www.authorize.net or email sales@authorize.net.
Forward Looking Statements
This release contains forward-looking statements based on
current expectations or beliefs, as well as a number of assumptions
about future events, and these statements are subject to factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
Forward-looking statements can often be identified by words such as
"anticipates," "expects," "intends," "plans," "predicts,"
"believes," "seeks," "estimates," "may," "will," "should," "would,"
"could," "potential," "continue," "ongoing," similar expressions,
and variations or negatives of these words. The reader is cautioned
not to place undue reliance on these forward-looking statements,
which are not a guarantee of future performance and are subject to
a number of uncertainties, risks, assumptions and other factors,
many of which are outside the control of Visa Inc. and CyberSource.
The forward-looking statements in this release address a variety of
subjects including, for example, the expected date of closing of
the acquisition and the potential benefits of the merger. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the risk that CyberSource's business will not be
successfully integrated with Visa's business; costs associated with
the merger; matters arising in connection with the parties' efforts
to comply with and satisfy applicable regulatory approvals and
closing conditions relating to the transaction; and other events
that could adversely impact the completion of the transaction,
including industry or economic conditions outside of our control.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to Visa Inc.'s overall
business, including those more fully described in Visa Inc.'s
filings with the SEC including its annual report on Form 10-K for
the fiscal year ended September 30,
2009, and its quarterly report filed on Form 10-Q for the
first quarter of 2010, and CyberSource's overall business and
financial condition, including those more fully described in
CyberSource's filings with the SEC including its annual report on
Form 10-K for the fiscal year ended December
31, 2009, and its quarterly reports filed on Form 10-Q for
the current fiscal year. The forward-looking statements in this
release speak only as of this date. We undertake no obligation to
revise or update publicly any forward-looking statement, except as
required by law.
Additional Information about the Merger and Where to Find
It
In connection with the proposed merger, CyberSource will file a
proxy statement with the SEC. Additionally, CyberSource will file
other relevant materials with the SEC in connection with the
proposed acquisition of CyberSource by Visa pursuant to the terms
of an Agreement and Plan of Merger by and among Visa, CyberSource
and Market St. Corp., a wholly-owned subsidiary of Visa. The
materials to be filed by CyberSource with the SEC may be obtained
free of charge at the SEC's web site at www.sec.gov. Investors and
stockholders also may obtain free copies of the proxy statement
from CyberSource by contacting its investor relations department by
telephone at (650) 965-6000 or by mail at CyberSource, Investor
Relations, 1295 Charleston Road, Mountain
View, California 94043. Investors and security holders
of CyberSource are urged to read the proxy statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed merger
because they will contain important information about the merger
and the parties to the merger.
CyberSource, Visa and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of CyberSource stockholders in connection with the proposed
merger. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of
certain of CyberSource's executive officers and directors in the
solicitation by reading CyberSource's proxy statement for its 2009
annual meeting of stockholders the Annual Report on Form 10-K/A for
the fiscal year ended December 31,
2009, containing Part III information when filed with the
SEC on or before April 30, 2010, and
the proxy statement and other relevant materials filed with the SEC
in connection with the merger when they become available. Investors
and security holders may obtain more detailed information regarding
the names, affiliations and interests of certain of Visa's
executive officers and directors by reading Visa's proxy statement
for its 2010 annual meeting of stockholders. Information concerning
the interests of CyberSource's participants in the solicitation,
which may, in some cases, be different than those of CyberSource's
stockholders generally, will be set forth in the proxy statement
relating to the merger when it becomes available. Additional
information regarding CyberSource directors and executive officers
is also included in CyberSource's proxy statement for its 2009
annual meeting of stockholders and will be included in the Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2009 containing Part III
information.
Contacts:
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Visa Inc.
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Investor Relations:
Jack Carsky or Victoria Hyde-Dunn, 415-932-2213,
ir@visa.com
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Media Relations: Will
Valentine, 415-932-2564, globalmedia@visa.com
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CyberSource
Corporation
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Investor Relations:
Katrina Rymill, 650-965-6154, krymill@cybersource.com
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Media Relations:
Bruce Frymire, 650-965-6042, bfrymire@cybersource.com
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SOURCE Visa Inc.; CyberSource Corporation