|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.
Modern Systems announced completion of a successful project with its new Rapid Program Modernization (eavRPMa"c) software. The eavRPMa"c technology architecturally transforms legacy applications, enabling faster feature development and reducing time-to-market for critical software updates. Working with Modern Systems, the University of California at Santa Barbara (UCSB) leveraged eavRPMa"c to transform its Student Information System from Software AG's Natural syntax to a modern application lev...
Mar. 30, 2015 01:00 PM EDT Reads: 1,024
DevOps is all the rage these days and with good reason as it promises to reduce the time-to-market for new applications. It also promises to improve change management, allowing teams to deploy changes to their applications quickly and efficiently. However, DevOps isn’t something you buy, install, or implement; rather it is the symptom of an appropriate organizational system. In his session at DevOps Summit, Mark Thiele, EVP, Data Center Technologies at SUPERNAP International, will discuss how ...
Mar. 30, 2015 01:00 PM EDT Reads: 1,419
Plutora provides enterprise release management and test environment SaaS solutions to clients in North America, Europe and Asia Pacific. Leading companies across a variety of industries, including financial services, telecommunications, retail, pharmaceutical and media, rely on Plutora's SaaS solutions to orchestrate releases and environments faster and with integrity. Products include Plutora Release Manager, Plutora Test Environment Manager and Plutora Deployment Manager.
Mar. 30, 2015 12:15 PM EDT Reads: 1,615
Hosted PaaS providers have given independent developers and startups huge advantages in efficiency and reduced time-to-market over their more process-bound counterparts in enterprises. Software frameworks are now available that allow enterprise IT departments to provide these same advantages for developers in their own organization. In his workshop session at DevOps Summit, Troy Topnik, ActiveState’s Technical Product Manager, will show how on-prem or cloud-hosted Private PaaS can enable organ...
Mar. 30, 2015 12:00 PM EDT Reads: 1,310
The world's leading Cloud event, Cloud Expo has launched Microservices Journal on the SYS-CON.com portal, featuring over 19,000 original articles, news stories, features, and blog entries. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. Microservices Journal offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. Follow new article posts on T...
Mar. 30, 2015 12:00 PM EDT Reads: 1,480
Mar. 30, 2015 11:45 AM EDT Reads: 1,518
SYS-CON Events announced today that SafeLogic has been named “Bag Sponsor” of SYS-CON's 16th International Cloud Expo® New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. SafeLogic provides security products for applications in mobile and server/appliance environments. SafeLogic’s flagship product CryptoComply is a FIPS 140-2 validated cryptographic engine designed to secure data on servers, workstations, appliances, mobile devices, and in the Cloud....
Mar. 30, 2015 11:00 AM EDT Reads: 1,472
SYS-CON Events announced today the IoT Bootcamp – Jumpstart Your IoT Strategy, being held June 9–10, 2015, in conjunction with 16th Cloud Expo and Internet of @ThingsExpo at the Javits Center in New York City. This is your chance to jumpstart your IoT strategy. Combined with real-world scenarios and use cases, the IoT Bootcamp is not just based on presentations but includes hands-on demos and walkthroughs. We will introduce you to a variety of Do-It-Yourself IoT platforms including Arduino, Ras...
Mar. 30, 2015 11:00 AM EDT Reads: 2,132
SYS-CON Events announced today that the DevOps Institute has been named “Association Sponsor” of SYS-CON's DevOps Summit, which will take place on June 9–11, 2015, at the Javits Center in New York City, NY. The DevOps Institute provides enterprise level training and certification. Working with thought leaders from the DevOps community, the IT Service Management field and the IT training market, the DevOps Institute is setting the standard in quality for DevOps education and training.
Mar. 30, 2015 10:30 AM EDT Reads: 1,177
Even though it’s now Microservices Journal, long-time fans of SOA World Magazine can take comfort in the fact that the URL – soa.sys-con.com – remains unchanged. And that’s no mistake, as microservices are really nothing more than a new and improved take on the Service-Oriented Architecture (SOA) best practices we struggled to hammer out over the last decade. Skeptics, however, might say that this change is nothing more than an exercise in buzzword-hopping. SOA is passé, and now that people are ...
Mar. 30, 2015 10:00 AM EDT Reads: 1,313
Wearable technology was dominant at this year’s International Consumer Electronics Show (CES) , and MWC was no exception to this trend. New versions of favorites, such as the Samsung Gear (three new products were released: the Gear 2, the Gear 2 Neo and the Gear Fit), shared the limelight with new wearables like Pebble Time Steel (the new premium version of the company’s previously released smartwatch) and the LG Watch Urbane. The most dramatic difference at MWC was an emphasis on presenting we...
Mar. 30, 2015 10:00 AM EDT Reads: 1,449
SYS-CON Events announced today the DevOps Foundation Certification Course, being held June ?, 2015, in conjunction with DevOps Summit and 16th Cloud Expo at the Javits Center in New York City, NY. This sixteen (16) hour course provides an introduction to DevOps – the cultural and professional movement that stresses communication, collaboration, integration and automation in order to improve the flow of work between software developers and IT operations professionals. Improved workflows will res...
Mar. 30, 2015 10:00 AM EDT Reads: 1,693
Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 16th Cloud Expo at the Javits Center in New York June 9-11 will find fresh new content in a new track called PaaS | Containers & Microservices Containers are not being considered for the first time by the cloud community, but a current era of re-consideration has pushed them to the top of the cloud agenda. With the launch ...
Mar. 30, 2015 09:15 AM EDT Reads: 2,245
The WebRTC Summit 2014 New York, to be held June 9-11, 2015, at the Javits Center in New York, NY, announces that its Call for Papers is open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 16th International Cloud Expo, @ThingsExpo, Big Data Expo, and DevOps Summit.
Mar. 30, 2015 09:00 AM EDT Reads: 1,632
SOA Software has changed its name to Akana. With roots in Web Services and SOA Governance, Akana has established itself as a leader in API Management and is expanding into cloud integration as an alternative to the traditional heavyweight enterprise service bus (ESB). The company recently announced that it achieved more than 90% year-over-year growth. As Akana, the company now addresses the evolution and diversification of SOA, unifying security, management, and DevOps across SOA, APIs, microser...
Mar. 30, 2015 08:30 AM EDT Reads: 2,072