New York, 7 January 2005 - JPMorgan Chase Bank, N.A. (NYSE: JPM) and Vastera (Nasdaq: VAST) today announced that they have signed an Agreement and Plan of Merger whereby Vastera, a provider of global trade management solutions, will be acquired by and combined with the Logistics and Trade Services businesses of JPMorgan Chase's Treasury Services unit. Under the Agreement and Plan of Merger, Vastera shareholders will receive $3.00 for each outstanding share of Vastera common stock they own, for a total transaction value of approximately
Vastera's solutions automate the required trade management processes associated with the physical movement of goods internationally. The acquisition will further provide JPMorgan Chase clients with a "one-stop shop" that addresses the increasing challenges and risks associated with moving goods across international borders. The JPMorgan Chase solution facilitates the seamless management of information and processes in support of physical goods movement and financial settlement of the complete global trade process.
"Through this combination, JPMorgan Chase will be the first global financial institution to offer a complete integrated cash, trade and logistics solution across the physical and financial supply chains in a way that maximizes benefits to our clients," said Paul Simpson, Emerging Payments and Global Trade Services Business Executive for the Treasury Services unit of JPMorgan Chase. "Moving forward, this combination gives us scale and capabilities that are unmatched in the market place."
"We already had an extensive working relationship with JPMorgan Chase providing global trade management solutions, and now we are able to build on that relationship as a part of the same firm," said Tim Davenport, Chief Executive Officer at Vastera. "Joining an organization that has a broad global trade management infrastructure will bring tangible benefits to our clients."
"We are committed to expanding our extensive treasury management expertise to deliver comprehensive solutions best suited to our clients' current and evolving business requirements," said Lori Hricik, Executive Vice President and head of JPMorgan Chase's Treasury Services unit. "This acquisition brings our clients the benefits of end-to-end global trade management solutions and it brings Vastera's clients the benefits of JPMorgan Chase's comprehensive financial services platform and product set."
Completion of the merger is subject to Vastera shareholder and various banking and other customary regulatory approvals. The transaction was approved by Vastera's board of directors. Vastera's board recommends that the Vastera shareholders vote in favor of the transaction at a shareholder meeting that will be scheduled as soon as practicable. Two major shareholders representing approximately 28% of the Vastera shares outstanding have committed to vote their shares in favor of the transaction pursuant to voting agreements entered into with JPMorgan Chase.