SOURCE: DirectCash Payments Inc.

DirectCash Payments Inc.

November 21, 2016 17:30 ET

Leading Independent Proxy Advisory Firms Recommend DirectCash Shareholders Approve Plan of Arrangement With Cardtronics Holdings Limited

CALGARY, AB--(Marketwired - November 21, 2016) - DirectCash Payments Inc. (TSX: DCI) ("DirectCash" or the "Company") is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), leading independent proxy advisory firms, have each recommended that the shareholders of DirectCash ("Shareholders") vote in favour of the proposed transaction whereby Cardtronics Holdings Limited ("Cardtronics"), through 1999162 Alberta ULC ("AcquisitionCo"), an indirect, wholly-owned subsidiary of 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 "Arrangement").

ISS and Glass Lewis Recommendations

ISS and Glass Lewis are independent proxy advisory firms which provide, among other services, proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional investors based on a careful review of disclosure materials.

In making its recommendation that Shareholders vote in favour of the Arrangement, ISS advised:

"A vote FOR is warranted based on a review of the terms of the transaction, in particular, the high premium, the cash form of consideration, the company's operating and financial conditions, business risks, opportunities, and prospects as an independent entity, strategic alternatives to the merger, and the historical price performance of its shares, and the fairness opinion."

Glass Lewis stated the following with respect to its recommendation that Shareholders vote in favour of the Arrangement:

"Positive elements:

  • The Company conducted a full sale process prior to signing the Arrangement Agreement
  • The deal was reviewed by a special committee of unaffiliated directors
  • The merger consideration represents a significant premium of the Company's recent unaffected share prices

Given the open pre-signing sale process conducted by the board, the favorable financial terms of the deal, and the absence of a superior competing proposal, we believe that the proposed merger is in the best interests of the Company's shareholders at this time."

The board of directors of DirectCash (subject to the abstention of conflicted directors) has unanimously approved the Arrangement and recommends that Shareholders vote in favour of the Arrangement.

DirectCash Shareholders are urged to vote IN FAVOUR of the Arrangement prior to the proxy voting deadline of 10:00 a.m. (Calgary time) on November 30, 2016.

Benefits of the Arrangement for Shareholders include:

  • Cash Certainty. The consideration offered to Shareholders is 100% cash and is not subject to any financing condition, thereby providing Shareholders with certainty of value and immediate liquidity.
  • Significant Premium to Shareholders. The cash consideration to be received by Shareholders reflects a premium of 48% over the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") on September 30, 2016, the trading day immediately prior to the announcement of the Arrangement, and a premium of 46% over the volume weighted average trading price of the Common Shares on the TSX over the 20 trading days preceding the announcement of the Arrangement.

Shareholder Voting

Shareholders are encouraged to review the Management Information Circular dated October 27, 2016 (the "Circular"), which provides details of the Arrangement. Shareholders will be asked to approve the Arrangement 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 remains subject to certain closing conditions, including approval by the Shareholders and the Court of Queen's Bench of Alberta, and is expected to be completed in January 2017.

The Circular and related voting materials were mailed to Shareholders and filed on SEDAR on November 1, 2016 and are available at www.sedar.com and www.directcash.net.

The proxy voting deadline is 10:00 a.m. (Calgary time) on November 30, 2016.

DirectCash Shareholders that have questions regarding the Arrangement or require assistance with voting may contact DirectCash's proxy solicitation agent:

Laurel Hill Advisory Group
1-877-452-1784 (North American Toll-Free) or (416) 304-0211 (International Collect)
assistance@laurelhill.com

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 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 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.

Contact Information

  • Contact Information

    For further information, please contact:

    Amanda Gallacher
    Vice President, Corporate Strategy & Acquisitions
    (403) 387-2158
    amanda@directcash.net