MOUNTAIN VIEW, Calif.,
July 8 /PRNewswire-FirstCall/ --
CyberSource Corporation (Nasdaq: CYBS) ("CyberSource"), a leading
provider of electronic payment, risk management, and payment
security solutions, announced today that the U.S. Department of
Justice and Federal Trade Commission granted early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR Act"), with respect to
the planned acquisition of CyberSource by Visa Inc. (NYSE: V)
("Visa"), which was announced on April 21,
2010. Accordingly, the requirement under the merger
agreement for the expiration or termination of any waiting period
under the HSR Act has been satisfied.
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The closing of the transaction still remains subject to other
conditions in the Agreement and Plan of Merger by and among Visa,
CyberSource and Market St. Corp., a wholly-owned subsidiary of
Visa, including approval by CyberSource's stockholders at the
Special Meeting of Stockholders, scheduled for July 20, 2010 at 10:00
a.m. Pacific time, at CyberSource's headquarters in
Mountain View, CA.
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
305,000 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
Authorize.Net small business solutions, please visit
www.authorize.net or email sales@authorize.net.
Cautionary Statement under the Private Securities Litigation
Reform Act of 1995
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 and CyberSource. The
forward-looking statements in this release address a variety of
subjects including, for example, satisfaction of other conditions
under the Merger Agreement and approval by CyberSource
stockholders. 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;
matters arising in connection with the parties' efforts to comply
with and satisfy applicable 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's overall business, including those more fully described in
Visa'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 filed a
definitive proxy statement with the SEC on June 11, 2010 ("Proxy Statement"). 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 the 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 Corporation, 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 its 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 Annual Report on Form 10-K/A
for the fiscal year ended December 31,
2009 containing Part III information filed with the SEC on
April 30, 2010, 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, filed with the SEC on December 1, 2009. 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, is set forth in the Proxy Statement and may
be supplemented by other relevant materials filed with the SEC in
connection with the merger when they become available. Additional
information regarding CyberSource directors and executive officers
is also included in the Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2009,
containing Part III information, which was filed with the SEC on
April 30, 2010.
©2010 CyberSource Corporation. All rights reserved. CyberSource
and Authorize.Net are registered trademarks of CyberSource
Corporation in the U.S. and other countries. All other brands and
product names are trademarks or registered trademarks of their
respective companies.
SOURCE CyberSource Corporation