Click here to close now.




















Welcome!

News Feed Item

DirectCash Payments Inc. Announces Acquisition of DirectCash Bank

CALGARY, ALBERTA -- (Marketwired) -- 05/13/14 -- DirectCash Payments Inc. (the "Company") (TSX:DCI) is pleased to announce that it has entered into an agreement (the "Agreement") to acquire DirectCash Bank (the "Bank"), a Schedule I Canadian chartered bank, through the acquisition of all of the issued and outstanding shares of the Bank's sole shareholder, 6676405 Canada Ltd. ("6676405"), for consideration of $15 million, payable in the form of common shares of the Company ("Common Shares") issued from treasury at a price of $13.9148 per share, which is equal to the 20 day volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange as at the close of business yesterday (the "Transaction"). Accordingly, upon closing, the Company will issue 1,077,989 Common Shares to the shareholders of 6676405, subject to adjustment on account of a minimum net asset value of the Bank as at closing in accordance with the terms of the Agreement. Closing of the Transaction is subject to a number of regulatory, governmental and other approvals and consents, including the approval of the Minister of Finance (Canada) and the Toronto Stock Exchange, and is expected to occur in the second half of 2014.

The Bank is a Schedule 1 Canadian chartered bank and is a principal member of Visa, Mastercard and Interac. The acquisition of the Bank will enhance the marketing flexibility of the Company and better enable the Company to take advantage of opportunities which arise in the industry. As the payment industry evolves, having 100% ownership of a Schedule 1 chartered bank in Canada will provide the Company with a unique and not easily replicable competitive advantage for the long term that compliments the Company's pre-paid card business, as well as the credit union and financial institution processing and outsourcing business that was recently acquired. The Bank does not engage and has never engaged in any lending activities. The acquisition of the Bank is strategic for the reasons indicated and in light of the existing contractual arrangements between the Company and the Bank. The Transaction is subject to adjustment on account of the minimum net asset value of the Bank as at closing being approximately $7.0 million.

As 6676405 is indirectly owned by Jeffrey Smith, President, Chief Executive Officer and a director of the Company, and Susan Anderson, a former director of the Company, the Transaction is considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, in November of 2013 when the Company first considered acquiring the Bank, the board of directors of the Company (the "Board") established a committee of independent directors, being Messrs. Bradley Hurtubise, Lee Thiessen and Barry Sechos (the "Committee"), for the purposes of reviewing and evaluating the Transaction.

In the course of carrying out its mandate, the Committee retained independent legal counsel and independent financial advisors. The Committee, through consultation with its advisors, determined that the Transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction exceeds 25% of the Company's market capitalization calculated on the basis of its issued and outstanding Common Shares. Despite such exemption from the valuation requirements of 61-101, the Committee obtained a business valuation of the Bank from its independent financial advisors for purposes of assisting it in evaluating the Transaction.

Based upon, among other things, a written fairness opinion from the Committee's independent financial advisors that the consideration to be paid by the Company for the Bank was fair from a financial point of view to the shareholders of the Company, and after consulting with its legal and financial advisors, the Committee unanimously resolved to recommend the Transaction to the Board. Upon the report and recommendation of the Committee, the Board determined that the Transaction is in the best interests of the Company and its shareholders and approved the Transaction, with Mr. Smith and Messrs. Wolfe and Dundas (each of whom is or was previously a director of the Bank) abstaining. Each of Messrs. Smith, Wolfe and Dundas declared their conflict of interest in respect of the Transaction and were not involved in the negotiations, analysis or assessment of same.

The Company is the largest branded ATM provider in Canada and Australia, and the third largest branded ATM provider in the United Kingdom. It also offers ATM services in Mexico and New Zealand. The Company is one of the leading providers of credit union and other financial institution processing and outsourcing, branded non-financial institution debit terminals and pre-paid card products in Canada. Additional information about the Company is available on SEDAR (www.sedar.com) and on the Company's website at www.directcash.net.

Forward-looking Statements

Certain statements contained in this news release constitute forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this news release contains, without limitation, forward-looking statements concerning the proposed acquisition by the Company of the Bank through the acquisition of all of the issued and outstanding shares of 6676405, including the impact of the Transaction on the Company and timing for closing of the Transaction.

With respect to forward-looking statements contained in this news release, the Company has made assumptions regarding, among other things, the timing of receipt of regulatory approvals for the Transaction (including Toronto Stock Exchange approval and approvals under the Bank Act (Canada)), the ability of the Company to complete the Transaction and the ability of the Company to execute and realize on the anticipated benefits of the Transaction.

Although the Company believes that the expectations reflected in the forward looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. These risks and uncertainties include, among other things, the failure of the Company to receive required approvals to the Transaction in a timely manner, or at all, delays in completing the Transaction and the risk that the Company may not complete the trasaction and the other factors described under "Risk Factors" in the Company's most recently filed Annual Information Form available in Canada at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements contained in this news release speak only as of the date of this news release. Except as expressly required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Contacts:
Jeffrey J. Smith
Chief Executive Officer
(403) 387.2101
[email protected]

Amanda J. Gallacher
Vice President Investments
(403) 387.2158
[email protected]

R. Bradley Hurtubise
Director and Committee Chairman
(403) 612.2538
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Akana has announced the availability of the new Akana Healthcare Solution. The API-driven solution helps healthcare organizations accelerate their transition to being secure, digitally interoperable businesses. It leverages the Health Level Seven International Fast Healthcare Interoperability Resources (HL7 FHIR) standard to enable broader business use of medical data. Akana developed the Healthcare Solution in response to healthcare businesses that want to increase electronic, multi-device acce...
The web app is agile. The REST API is agile. The testing and planning are agile. But alas, data infrastructures certainly are not. Once an application matures, changing the shape or indexing scheme of data often forces at best a top down planning exercise and at worst includes schema changes that force downtime. The time has come for a new approach that fundamentally advances the agility of distributed data infrastructures. Come learn about a new solution to the problems faced by software organ...
Enterprises can achieve rigorous IT security as well as improved DevOps practices and Cloud economics by taking a new, cloud-native approach to application delivery. Because the attack surface for cloud applications is dramatically different than for highly controlled data centers, a disciplined and multi-layered approach that spans all of your processes, staff, vendors and technologies is required. This may sound expensive and time consuming to achieve as you plan how to move selected applicati...
This Enterprise Strategy Group lab validation report of the NEC Express5800/R320 server with Intel® Xeon® processor presents the benefits of 99.999% uptime NEC fault-tolerant servers that lower overall virtualized server total cost of ownership. This report also includes survey data on the significant costs associated with system outages impacting enterprise and web applications. Click Here to Download Report Now!
Containers are not new, but renewed commitments to performance, flexibility, and agility have propelled them to the top of the agenda today. By working without the need for virtualization and its overhead, containers are seen as the perfect way to deploy apps and services across multiple clouds. Containers can handle anything from file types to operating systems and services, including microservices. What are microservices? Unlike what the name implies, microservices are not necessarily small,...
Advances in technology and ubiquitous connectivity have made the utilization of a dispersed workforce more common. Whether that remote team is located across the street or country, management styles/ approaches will have to be adjusted to accommodate this new dynamic. In his session at 17th Cloud Expo, Sagi Brody, Chief Technology Officer at Webair Internet Development Inc., will focus on the challenges of managing remote teams, providing real-world examples that demonstrate what works and what...
Red Hat is investing in Tesora, the number one contributor to OpenStack Trove Database as a Service (DBaaS) also ranked among the top 20 companies contributing to OpenStack overall. Tesora, the company bringing OpenStack Trove Database as a Service (DBaaS) to the enterprise, has announced that Red Hat and others have invested in the company as a part of Tesora's latest funding round. The funding agreement expands on the ongoing collaboration between Tesora and Red Hat, which dates back to Febr...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading in...
Consumer IoT applications provide data about the user that just doesn’t exist in traditional PC or mobile web applications. This rich data, or “context,” enables the highly personalized consumer experiences that characterize many consumer IoT apps. This same data is also providing brands with unprecedented insight into how their connected products are being used, while, at the same time, powering highly targeted engagement and marketing opportunities. In his session at @ThingsExpo, Nathan Trel...
Puppet Labs is pleased to share the findings from our 2015 State of DevOps Survey. We have deepened our understanding of how DevOps enables IT performance and organizational performance, based on responses from more than 20,000 technical professionals we’ve surveyed over the past four years. The 2015 State of DevOps Report reveals high-performing IT organizations deploy 30x more frequently with 200x shorter lead times. They have 60x fewer failures and recover 168x faster
Through WebRTC, audio and video communications are being embedded more easily than ever into applications, helping carriers, enterprises and independent software vendors deliver greater functionality to their end users. With today’s business world increasingly focused on outcomes, users’ growing calls for ease of use, and businesses craving smarter, tighter integration, what’s the next step in delivering a richer, more immersive experience? That richer, more fully integrated experience comes ab...
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
The 5th International DevOps Summit, co-located with 17th International Cloud Expo – being held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the ...
WebRTC services have already permeated corporate communications in the form of videoconferencing solutions. However, WebRTC has the potential of going beyond and catalyzing a new class of services providing more than calls with capabilities such as mass-scale real-time media broadcasting, enriched and augmented video, person-to-machine and machine-to-machine communications. In his session at @ThingsExpo, Luis Lopez, CEO of Kurento, will introduce the technologies required for implementing thes...
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding bu...