First Data Corporation (NYSE: FDC), a global leader in commerce-enabling technology and solutions, and CardConnect Corp. (NASDAQ: CCN), a technology-oriented commerce solutions provider, have entered into a definitive merger agreement for First Data to acquire all of the outstanding shares of common stock of CardConnect for USD 15.00 per share in cash, the company said.
The transaction is expected to be modestly accretive to First Data´s adjusted EPS in the first full year post-closing, before expected synergies.
Under the terms of the definitive merger agreement between the parties, a subsidiary of First Data will commence a tender offer to acquire all of the outstanding CardConnect common stock for a purchase price of USD 15.00 per share in cash, followed by a merger in which each share of CardConnect common stock not tendered will be converted into the right to receive USD 15.00 per share in cash.
The aggregate transaction value is approximately USD 750m, including repayment of CardConnect´s outstanding debt and the redemption of CardConnect´s preferred stock. First Data intends to fund the transaction with a combination of cash on hand and funds available under existing credit facilities.
The merger agreement has been unanimously approved by CardConnect´s board of directors. In addition, CardConnect shareholders holding approximately 40% of CardConnect common stock have entered into tender and support agreements agreeing to tender their shares of common stock into the tender offer and support the transaction.
The transaction is subject to the tender of a majority of the outstanding shares of CardConnect common stock as well as other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The parties expect the transaction to close in the third quarter of 2017.
Allen & Company LLC acted as the exclusive financial advisor to First Data and Weil, Gotshal & Manges LLP acted as its legal advisor. Financial Technology Partners LP and FTP Securities LLC (collectively, “FT Partners”), served as exclusive financial and strategic advisor to CardConnect, and Wachtell, Lipton, Rosen & Katz acted as CardConnect´s legal advisor.
First Data is a global leader in commerce-enabling technology and solutions, serving approximately sixm business locations and 4,000 financial institutions in more than 100 countries around the world. The company´s 24,000 owner-associates are dedicated to helping companies, from start-ups to the world´s largest corporations, conduct commerce every day by securing and processing more than 2,800 transactions per second and USD 2.2tn per year.
CardConnect is an innovative provider of payment processing and technology solutions, helping more than 67,000 organizations — from independent coffee shops to iconic global brands — acceptbns of dollars in card transactions each year. Since its inception in 2006, CardConnect has developed advanced payment solutions backed by patented, PCI-certified point-to-point encryption (P2PE) and tokenization.