|By Marketwired .||
|May 13, 2014 07:15 PM EDT||
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.
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.
SYS-CON Events announced today that BMC Software has been named "Siver Sponsor" of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. BMC is a global leader in innovative software solutions that help businesses transform into digital enterprises for the ultimate competitive advantage. BMC Digital Enterprise Management is a set of innovative IT solutions designed to make digital business fast, seamless, and optimized from mainframe to mo...
May. 29, 2016 09:30 AM EDT Reads: 2,286
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and ...
May. 29, 2016 09:15 AM EDT Reads: 696
SYS-CON Events announced today that MobiDev will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobile software company with over 200 develope...
May. 29, 2016 08:15 AM EDT Reads: 2,727
In the rush to compete in the digital age, a successful digital transformation is essential, but many organizations are setting themselves up for failure. There’s a common misconception that the process is just about technology, but it’s not. It’s about your business. It shouldn’t be treated as an isolated IT project; it should be driven by business needs with the committed involvement of a range of stakeholders.
May. 29, 2016 08:15 AM EDT Reads: 2,646
SoftLayer operates a global cloud infrastructure platform built for Internet scale. With a global footprint of data centers and network points of presence, SoftLayer provides infrastructure as a service to leading-edge customers ranging from Web startups to global enterprises. SoftLayer's modular architecture, full-featured API, and sophisticated automation provide unparalleled performance and control. Its flexible unified platform seamlessly spans physical and virtual devices linked via a world...
May. 29, 2016 07:00 AM EDT Reads: 2,287
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
May. 29, 2016 06:45 AM EDT Reads: 2,939
How will your company move to the cloud while ensuring a solid security posture? Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is ...
May. 29, 2016 06:30 AM EDT Reads: 628
Companies can harness IoT and predictive analytics to sustain business continuity; predict and manage site performance during emergencies; minimize expensive reactive maintenance; and forecast equipment and maintenance budgets and expenditures. Providing cost-effective, uninterrupted service is challenging, particularly for organizations with geographically dispersed operations.
May. 29, 2016 06:00 AM EDT Reads: 2,156
As cloud and storage projections continue to rise, the number of organizations moving to the cloud is escalating and it is clear cloud storage is here to stay. However, is it secure? Data is the lifeblood for government entities, countries, cloud service providers and enterprises alike and losing or exposing that data can have disastrous results. There are new concepts for data storage on the horizon that will deliver secure solutions for storing and moving sensitive data around the world. ...
May. 29, 2016 06:00 AM EDT Reads: 1,338
SYS-CON Events announced today TechTarget has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget is the Web’s leading destination for serious technology buyers researching and making enterprise technology decisions. Its extensive global networ...
May. 29, 2016 05:15 AM EDT Reads: 3,269
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
May. 29, 2016 05:00 AM EDT Reads: 1,968
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
May. 29, 2016 04:30 AM EDT Reads: 3,243
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device. For more information, please visit https://www.mangoapps.com/.
May. 29, 2016 03:30 AM EDT Reads: 977
The essence of data analysis involves setting up data pipelines that consist of several operations that are chained together – starting from data collection, data quality checks, data integration, data analysis and data visualization (including the setting up of interaction paths in that visualization). In our opinion, the challenges stem from the technology diversity at each stage of the data pipeline as well as the lack of process around the analysis.
May. 29, 2016 02:45 AM EDT Reads: 1,492
Many banks and financial institutions are experimenting with containers in development environments, but when will they move into production? Containers are seen as the key to achieving the ultimate in information technology flexibility and agility. Containers work on both public and private clouds, and make it easy to build and deploy applications. The challenge for regulated industries is the cost and complexity of container security compliance. VM security compliance is already challenging, ...
May. 29, 2016 02:30 AM EDT Reads: 1,349