Acquisition to Expand TSA’s Germanic Presence and Add New Portfolio Solutions
(OMAHA, NE and FRANKFURT, GERMANY — MAY 11, 2006)—Transaction Systems Architects, Inc. (Nasdaq: TSAI), provider of ACI Worldwide-branded enterprise electronic payments solutions, and eps Electronic Payment Systems AG (eps), a leading provider of electronic payment systems in Germany and Switzerland, today announced that they have entered into an agreement for TSA to acquire the outstanding common shares of eps for an aggregate purchase price of 28.2 million euros, 17.4 million euros of which will be payable in cash and the balance in the form of TSA common stock.
eps, headquartered near Frankfurt, Germany, is a leading provider of electronic payments solutions with customers in the Germanic markets and in other international markets. Solutions in the eps portfolio include electronic payment software, testing and simulation tools, chargeback management and outsourced services. eps has operations in Germany, the United Kingdom, Romania and Switzerland. The company was founded by Christian Jaron in December 1998.
“The acquisition of eps complements TSA’s growth strategy by expanding our distribution into the important German market,” said Philip G. Heasley, TSA CEO. “eps brings us in-market leading payments technology, additional infrastructure solutions and talented open-systems development people.” TSA’s recently published 2006 Electronic Payments Market Study and Forecast, developed in conjunction with Global Insights, Inc., indicates that Germany is the third largest electronic payments market in the world, and is expected to grow significantly in the coming years. “In addition, with the advent of the SEPA initiative, we believe that the German market, and indeed many other countries in the European Economic Community, are poised for a significant payment systems replacement cycle. The acquisition of eps will position us to take advantage of opportunities in this key market.”
eps’ solutions are based on modern, open-systems technology and available on a range of computing platforms. Their solutions have proven to streamline electronic payments and their surrounding environments, and to enable a better ROI and time-to-market for new features to meet customer demands and ongoing compliance. eps’ electronic payments solutions fit strategically with TSA’s current portfolio and will be integrated into TSA’s overall payment systems convergence plans. eps’ testing and simulation product and their chargeback and dispute management product will be distributed to TSA’s customer base through TSA’s global distribution channels.
Key customers for eps include ATOS Worldline Processing, CardProcess, Citibank, Commerzbank, Citibank Card Acceptance Germany, BNP Paribas, Credit Suisse, Deutsche Bank, Pluscard, UBS and Visa International.
“This acquisition offers a number of key benefits to TSA,” added Heasley. “eps’ operations will cement our distribution in a key part of Europe; they bring us complementary open-systems payment solutions; and the acquisition is expected to be accretive for TSA shareholders based on its integration into TSA’s European and global infrastructures. It will also create a platform for us to cross-sell new, value-added payment solutions into the eps customer base.” eps’ Romanian development center will become part of TSA’s offshore development group, and is expected to eventually become part of an initiative to establish a global product development presence to be headquartered in Ireland.
“We’re excited to become part of the TSA family,” said Christian Jaron, Founder and Co-Managing Director of eps. “TSA’s focus on electronic payments and convergence are very compelling to our customers and our staff, and we look forward to helping TSA advance its position in the Germanic region. In addition, we’re excited about the opportunity to bring new payment solutions from the TSA portfolio to our customers.” Mr. Jaron will take a leadership role in TSA’s product development organization, including assisting with TSA’s off-shore development plans and delivery of in-market customer projects. Johann Praschinger, Co-Managing Director of eps, will become managing director for TSA’s distribution activities in the Germanic countries.
For fiscal 2007, TSA expects the acquisition to contribute $16 million to $18 million in revenue, $.02 to $.04 in diluted earnings per share on a GAAP basis, and $.04 to $.06 per diluted share on a cash basis. The acquisition is not expected to be accretive to TSA’s fiscal 2006 results.
Under the purchase agreement, Mr. Jaron and Mr. Praschinger, who control approximately 51% of eps’ outstanding shares, have agreed to sell their shares, and to cause the remaining shareholders to sell their shares on the terms set forth in the purchase agreement. The agreement contemplates an initial closing on or about May 31, 2006 pursuant to which up to 84% of eps’ outstanding shares will be purchased. The remaining outstanding shares are expected to be purchased at a subsequent closing on or about October 31, 2006. The initial closing and this subsequent closing are subject to certain conditions, including the remaining shareholders agreeing to convey their respective shares. The TSA common stock issued in connection with the purchase will have restrictions on its sale which will expire at a rate of 20% per year over five years. The TSA common stock will be issued to Mr. Jaron, Mr. Praschinger and up to four other key employee shareholders of eps. All other eps shareholders will receive cash consideration only for their eps shares.
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