Fintrax Group, a leader in multi-currency digital payment
processing for tourists, and Planet Payment, Inc. (NASDAQ:PLPM), a
leading provider of international and multi-currency processing
services, today announced that they have entered into a definitive
agreement under which Fintrax will acquire Planet Payment for $4.50
per share in cash.
Patrick Waldron, Chief Executive Officer of Fintrax Group said,
“The acquisition of Planet Payment will expand our ability to serve
global customers, particularly in the US, Canada, the Middle East,
Latin America, China and South East Asia. We look forward to
working with Carl Williams and his team to grow the combined
business.”
“We are excited to be joining the Fintrax
organization and to combining our unique products and
services, thus adding more value to our customers,” said Carl J.
Williams, Chairman and Chief Executive Officer, Planet Payment.
The Board of Directors of Planet Payment has unanimously
approved the transaction. The transaction is subject to Planet
Payment’s stockholders tendering a majority of Planet Payment’s
outstanding shares on a fully diluted basis prior to the
expiration of the tender offer, certain regulatory approvals and
other customary closing conditions. In connection with the
execution of the definitive agreement, Planet Payment’s directors
and executive officers and certain shareholders, representing an
aggregate of approximately 28% of the company’s outstanding shares
and derivative securities, have entered into support agreements
with Fintrax pursuant to which they have agreed to tender their
shares into Fintrax's offer. The transaction is expected to
close by year-end.
BofA Merrill Lynch is serving as financial advisor and Skadden,
Arps, Slate, Meagher & Flom LLP is serving as legal counsel to
Fintrax. FT Partners is serving as financial advisor and
Goodwin Procter LLP is serving as legal counsel to Planet
Payment.
About Fintrax Group
Founded in 1985, Fintrax Group is a leader in multi-currency
digital payment processing, providing international shoppers,
merchants, partner banks and acquirers with easy, fast and reliable
services. For over 30 years, Fintrax has expanded across the globe
now covering 34 markets with over 800 staff and recently became
part of the Eurazeo portfolio of growth companies in December
2015. Fintrax is headquartered in Galway, Ireland. For
more information, please visit www.fintrax.com.
About Planet Payment
Planet Payment is a leading provider of international payment
processing and multi-currency processing services. Planet Payment
provides services in 23 countries and territories across the Asia
Pacific region, North America, the Middle East, Africa and Europe,
primarily through its 76 acquiring bank and processor customers.
Its point-of-sale and e-commerce services help merchants sell more
goods and services to consumers, and together with its ATM services
are integrated within the payment card transaction flow enabling
its acquiring customers, their merchants and consumers to shop,
pay, transact and reconcile payment transactions in multiple
currencies, geographies and channels.
Planet Payment is headquartered in New York and has offices in
Atlanta, Beijing, Bermuda, Delaware, Dubai, Dublin, London, Hong
Kong, Mexico City, Shanghai and Singapore. Visit
www.planetpayment.com for more information about Planet Payment and
its services.
Important Information
In connection with the proposed acquisition, Fintrax will
commence a tender offer for the outstanding shares of Planet
Payment. The tender offer has not yet commenced. This communication
is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares of Planet
Payment, nor is it a substitute for the tender offer materials that
Fintrax and its acquisition subsidiary will file with the SEC upon
commencement of the tender offer. At the time the tender offer is
commenced, Fintrax and its acquisition subsidiary will file tender
offer materials on Schedule TO with the SEC, and Planet Payment
will file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the offer. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY PLANET
PAYMENT’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE TENDER OFFER. Both the tender offer statement and the
Solicitation/Recommendation Statement will be made available to
Planet Payment’s stockholders free of charge. A free copy of
the tender offer statement and the solicitation/recommendation
statement will also be made available to all stockholders of Planet
Payment by contacting Planet Payment by phone at 1-800-489-0174. In
addition, the tender offer statement and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s
website: www.sec.gov, upon filing with the SEC.
PLANET PAYMENT’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE
TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES THERETO.
Forward-Looking Statements
Any statements made in this communication that are not
statements of historical fact, including statements about the
expected timetable for completing the transaction and Planet
Payment’s beliefs and expectations and statements about the tender
offer and Fintrax’s proposed acquisition of Planet Payment,
including the timing of and closing conditions to the acquisition,
and the potential effects of the acquisition on both Fintrax and
Planet Payment are forward-looking statements that are based on
management’s beliefs, certain assumptions and current expectations
and should be evaluated as such. These statements may be
identified by their use of forward-looking terminology such as the
words “expects,” “projects,” “anticipates,” “intends” and other
similar words. Forward-looking statements include statements
that may relate to Fintrax’s or Planet Payment’s plans, objectives,
strategies, goals, future events, future revenues or performance,
and other information that is not historical information. Such
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not
limited to, general economic, business and market conditions and
the satisfaction of the conditions to closing of the proposed
transaction. For a more complete discussion of certain of the risks
and uncertainties that could cause actual results to differ from
those contained in the forward-looking statements with respect to
Planet Payment, see the discussion of risks and uncertainties in
Planet Payment’s quarterly report on Form 10-Q for the
quarterly period ended June 30, 2017, other reports Planet Payment
files under the SEC, as well as the tender offer documents to be
filed by Fintrax, its acquisition subsidiary and Planet
Payment.
The forward-looking statements contained in this report are made
as of the date hereof, and Planet Payment undertakes no obligation
to update any forward-looking statements, whether as a result of
future events, new information or otherwise, except as expressly
required by law. All forward-looking statements in this document
are qualified in their entirety by this cautionary statement.
Contacts:
Fintrax GroupRory O’Neill, Chief Marketing
Officerrory.oneill@fintrax.comTel: +44
7852871725www.fintrax.com
Planet Payment, Inc.Raymond D’Aponte, Chief Financial
Officerrdaponte@planetpayment.comTel:
516-670-3200www.planetpayment.com
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