Fintrax Group Completes Tender Offer for All Outstanding Shares of Planet Payment, Inc.
December 18 2017 - 9:00PM
Fintrax Group (“Fintrax”) and Planet Payment, Inc. (Nasdaq:PLPM)
(“Planet Payment”) today announced the successful completion
of the previously announced tender offer by an affiliate of
Fintrax, Fintrax US Acquisition Subsidiary, Inc. (“Purchaser”), for
all of the outstanding shares of common stock of Planet Payment at
a price of (i) $4.50 per share of common stock, and (ii) $13.725
per share of Series A Preferred Stock, without interest and
less any applicable withholding taxes. Computershare Trust Company,
N.A., the depositary for the tender offer, has advised Fintrax
that, as of 5:00 p.m., New York City time, on December 18, 2017,
the initial expiration of the tender offer, approximately
45,541,649 shares of common stock and 1,535,398 shares of Series A
Preferred Stock were validly tendered and not withdrawn in the
tender offer, representing approximately 79.4% of Planet Payment’s
currently outstanding shares of common stock on a fully diluted
basis. The condition to the tender offer that a majority of Planet
Payment’s outstanding common stock on a fully diluted basis and a
majority of Planet Payment’s Series A Preferred Stock be validly
tendered and not withdrawn has been satisfied. As a result,
Purchaser has accepted for payment all shares validly tendered and
not withdrawn and will promptly pay for such shares. Fintrax
expects to complete the acquisition of Planet Payment through a
merger under Section 251(h) of the General Corporation Law of the
State of Delaware.
As a result of the merger planned to be effected
by December 20, 2017, all remaining eligible Planet Payment shares
(other than (i) shares owned by Fintrax or any of its wholly owned
subsidiaries, (ii) shares owned by or in the treasury of Planet
Payment or owned by any of its wholly owned subsidiaries and (iii)
shares held by any Planet Payment stockholders who properly
demanded and perfected appraisal rights under Delaware law) of (1)
common stock will be converted into the right to receive $4.50 per
share in cash and (2) preferred stock will be converted into the
right to receive $13.725 per share in cash, without interest and
less any applicable withholding taxes (i.e., the same respective
prices that were paid in the tender offer). As a result of the
merger, Planet Payment will become a wholly owned subsidiary of
Fintrax. Thereafter, Planet Payment common stock will cease to be
traded on The NASDAQ Stock Market.
About Fintrax GroupFounded 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 Group 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 Group is
headquartered in Galway, Ireland. For more information, please
visit www.fintrax.com.
About Planet PaymentPlanet
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 77 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.
Forward-Looking StatementsAny
statements made in this communication that are not statements of
historical fact, including statements about the expected timetable
for completing the transaction and Fintrax’s beliefs and
expectations and statements about the acquisition of Planet Payment
and the potential effects of the acquisition 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 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, the satisfaction of the conditions to closing of
the proposed transaction, the effects of the transaction on
relationships with employees, customers, other business partners or
governmental entities, transaction costs, actual or contingent
liabilities and other risks and uncertainties.
The forward-looking statements contained herein
are made as of the date hereof, and Fintrax 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 GroupAlison Hicks/Jenny Burke
Fintrax@fourcommunications.com Tel: +44 (0)20 3697 4200
www.fintrax.com
Planet Payment, Inc.Raymond D’Aponte, Chief Financial
Officerrdaponte@planetpayment.comTel:
516-670-3200www.planetpayment.com
Fintrax Group Holdings Limited,Martin House, Galway Business
Park, Dangan, Galway, H91A06C, Irelandtelephone +353 91 55 82
55www.fintrax.com
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