CALGARY, AB–(Marketwired – November 01, 2016) – DirectCash Payments Inc. (“DirectCash” or the “Company“) (TSX: DCI) is pleased to announce that it has mailed its management information circular and related voting materials (collectively, the “Meeting Materials“) to DirectCash shareholders (the “Shareholders“) in connection with the special meeting to be held on December 2, 2016 (the “Meeting“).
At the Meeting, Shareholders will be asked to approve a transaction (the “Arrangement“) whereby Cardtronics Holdings Limited (“Cardtronics“) will acquire all of the issued and outstanding common shares of DirectCash (“Common Shares“) for cash consideration of $19.00 per Common Share (the “Cash Consideration“) through 1999162 Alberta ULC (“AcquisitionCo“), an indirect, wholly-owned subsidiary of Cardtronics, in accordance with the terms of an arrangement agreement dated as of October 3, 2016 between DirectCash and Cardtronics, as amended by the joinder agreement dated as of October 24, 2016 among DirectCash, Cardtronics and AcquisitionCo (the “Arrangement Agreement“). The Arrangement is anticipated to be completed in early January 2017.
The Meeting Materials have been filed on SEDAR and are available at www.sedar.com and www.directcash.net.
Recommendation of the Board of Directors
After consulting with its advisors, and after careful consideration of, among other things, the Fairness Opinion and the unanimous recommendation of a special committee of independent directors, the board of directors of DirectCash (subject to the abstention of conflicted directors) has unanimously: (i) determined that the Arrangement is in the best interests of DirectCash; (ii) determined that the Arrangement is fair, from a financial point of view, to the Shareholders; (iii) approved the Arrangement, the Arrangement Agreement and the transactions contemplated thereby and (iv) resolved to recommend that the Shareholders vote in favour of the Arrangement.
The board of directors of DirectCash (subject to the abstention of conflicted directors) unanimously recommends that Shareholders vote in favour of the Arrangement.
Fairness Opinion
The special committee of the board of directors and the board of directors of DirectCash has received a written fairness opinion (the “Fairness Opinion“), dated October 2, 2016, from BMO Nesbitt Burns Inc. (“BMO“), which states that in the opinion of BMO, as of October 2, 2016 and based upon and subject to the assumptions, limitations and qualifications contained therein, the Cash Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.
About DirectCash
DirectCash is one of the largest branded ATM providers in Canada and Australia, and the third largest branded ATM provider in the United Kingdom. DirectCash is one of the leading providers of credit union and other financial institution processing and outsourcing, branded non-financial institution debit terminals and prepaid card products in Canada. DirectCash also offers ATM services in Mexico and New Zealand.
Additional information about DirectCash is available on SEDAR at www.sedar.com and on the website of DirectCash at www.directcash.net.
Forward-looking Statements
This press release contains certain statements and information that constitute “forward-looking statements” or “forward-looking information” (collectively “forward-looking statements“) within the meaning of applicable Canadian 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 press release contains, without limitation, forward-looking statements pertaining to the timing of the Meeting and the completion of the Arrangement, including the expected timing thereof.
Although DirectCash believes that the expectations reflected in the forward-looking statements contained in this press release 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 press 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, which may cause DirectCash’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties are described under “Risk Factors” in the management information circular and DirectCash’s most recently filed annual information form. Readers are cautioned that such risk factors should not be construed as exhaustive.
The forward-looking statements contained in this press release are made as of the date hereof. Except as expressly required by applicable securities laws, DirectCash 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 press release are expressly qualified by this cautionary statement.
For further information about the Arrangement and voting instructions, please contact:
Laurel Hill Advisory Group
1-877-452-7184 (North American Toll-Free)
or (416) 304-0211 (International Collect)
[email protected]
For further information about DirectCash, please contact:
Jeffrey J. Smith
President and Chief Executive Officer
(403) 387-2101
[email protected]
Amanda Gallacher
Vice President, Corporate Strategy & Acquisitions
(403) 387-2158
[email protected]
