CALGARY, AB--(Marketwired - January 06, 2017) - DirectCash Payments Inc. ("DirectCash") (TSX: DCI) is pleased to announce that the acquisition of DirectCash by Cardtronics Holdings Limited ("Cardtronics"), through 1999162 Alberta ULC ("AcquisitionCo"), an indirect, wholly-owned subsidiary of Cardtronics, by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") has been completed.
Pursuant to the Arrangement, AcquisitionCo acquired 17,534,279 common shares of DirectCash (the "Common Shares"), being all of the issued and outstanding Common Shares for cash consideration of $19.00 per Common Share (totaling $333,151,301) and subsequently amalgamated with DirectCash to continue as "DirectCash Payments ULC". This, together with the repayment of DirectCash's third party indebtedness, represents a transaction value of approximately $623 million (USD$464 million), net of estimated cash acquired and certain debt prepayment expenses.
The Common Shares are expected to be delisted from the Toronto Stock Exchange effective as of the close of trading on or about January 9, 2017.
In connection with the Arrangement, DirectCash has redeemed all of its issued and outstanding 8.125% senior unsecured notes due August 8, 2019 (the "Notes"), having an aggregate principal amount of $125,000,000, for the aggregate redemption price of $130,078,750 (being $1,040.63 for each $1,000.00 principal amount of Notes outstanding) plus all accrued and unpaid interest thereon, being $4,201,627, up to but excluding the date hereof.
A copy of Cardtronics' early warning report will be filed under DirectCash's profile on SEDAR and may also be obtained by contacting Nick Pappathopoulos at 832-308-4396. Cardtronics' address is 3250 Briarpark Drive, Suite 400, Houston, Texas 77042.
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 delisting of the Common Shares, 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.
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.