DirectCash Payments Inc.

DirectCash Payments Inc.

September 18, 2014 05:37 ET

DirectCash Payments Inc. Announces Execution of Agreement to Acquire the ATM Business From Ezeatm Limited

CALGARY, ALBERTA--(Marketwired - Sept. 18, 2014) - DirectCash Payments Inc. (TSX:DCI) (the "Company" or "DC Payments") is pleased to announce that it has entered into an agreement (the "Agreement") to acquire the ATM business of Ezeatm Limited (ASX:EZA) ("Eze") in Australia. DC Payments has agreed to acquire all of the outstanding shares of a subsidiary of Eze together with all the ATM business assets for a total consideration of approximately A$14.1 million, subject to working capital adjustments.

The transaction will bolster the Company's existing leading position in Australia.

The acquisition is subject to approval of Eze's shareholders and certain closing conditions contained within the Agreement. The Eze Board of Directors have unanimously agreed to recommend that Eze shareholders vote in favor of the transaction, subject to there being no superior proposal and Eze obtaining an Independent Expert's Report concluding that the transaction is fair and reasonable to Eze shareholders.

The transaction is expected to close in the fourth quarter of calendar year 2014 and is expected to be accretive to DC Payments' funds from operations per share in the first fiscal year following the transaction. DC Payments expects to fund the transaction through its revolving credit facility.

The Transaction

On closing, the Company will acquire approximately 1,325 ATM sites and related contracts increasing the total number of DC Payments ATM active terminals in Australasia to approximately 7,520. This represents a 21% increase in active ATM terminals in Australasia from Q2 2014. DC Payments has the largest independent network of branded ATMs in the Australian market. The Eze acquisition will significantly strengthen this position.

Eze's publicly available financial information reported A$2.7 million in EBITDA for the year ended June 30, 2014.

Management Commentary

Jeffrey J. Smith, DC Payments' President and Chief Executive Officer said, "We are very excited about this strategic tuck-in acquisition for our Australian business, as it offers significant economies of scale, cost savings and bolsters our existing position in the Australian marketplace as the largest independent network of branded ATMs. Eze has a large ATM portfolio in Australia and we are excited to have the opportunity to add the Eze business to our operations, and continue to build our presence internationally."

About Eze

Eze is listed on the Australian Securities Exchange (ASX:EZA) and operates the fourth largest national fleet of independent ATMs in Australia. The company operates ATMs across a diverse portfolio of ATM locations, which are secured with long term contracted with merchants.

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About DC Payments

DC Payments 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 services, branded non-financial institution debit terminals and pre-paid card products in Canada. Additional information about the Company is available on SEDAR ( and on the Company's website at

Caution to Readers

Eze's publicly available financial information is available from the Australia Stock Exchange at and on Eze's website at Eze has disclosed Earnings before interest, tax, depreciation and amortization ("EBITDA") in its Consolidated Statement of Comprehensive Income for the year ended 30 June 2014. The computation by EZE of its reported EBITDA may not be comparable to EBITDA as computed and reported as an additional GAAP measure by DC Payments.

Forward-looking Statements

In the interest of providing DC Payments' shareholders and potential investors with information regarding DC Payments, including management's assessment of future plans and operations of DC Payments, certain statements contained in this news release constitute forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities legislation. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. 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 information and statements concerning the acquisition by the Company of a subsidiary of Eze through the acquisition of all of the issued and outstanding shares of that subsidiary, the acquisition of all of the ATM business assets owned by Eze which are associated with the ATM business operated by Eze and the impact of the transaction on the Company and timing for closing of the transaction.

DC Payments can give no assurance that any of the events anticipated will transpire or occur or, if any of them do, what benefits or costs we will derive from them. 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 matters which are beyond the control of DC Payments including, among other things, the failure of Eze to receive required shareholder approvals to the Transaction in a timely manner, or at all, the failure by the Company or Eze to receive any other required approvals, delays in completing the Transaction, the risk that the Company may not complete the transaction, the ability of the Company to fund the transaction through its revolving credit facility, failure of the transaction to be accretive to DC Payments' funds from operations per share in the first fiscal year following the transaction, or at all, as well as general economic conditions, interest rates, foreign currency rates, and regulatory changes. Additional risks and uncertainties are described under "Risk Factors" in the Company's most recently filed Annual Information Form available in Canada at 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.

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