CTF Technologies Inc.

June 26, 2012 20:31 ET

Shareholders of CTF Technologies Approve Acquisition by FleetCor

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 26, 2012) - CTF Technologies Inc. ("CTF") is pleased to announce that the previously announced acquisition of CTF by FleetCor Luxembourg Holding2 S.À.R.L. ("FleetCor"), an affiliate of FleetCor Technologies, Inc. (NYSE:FLT), pursuant to a plan of arrangement (the "Arrangement"), was overwhelmingly approved at a meeting of CTF shareholders on June 26, 2012.

Under the terms of the Arrangement, each CTF shareholder will receive an initial pro rata portion of the aggregate purchase price of US$180 million (the "Purchase Price"), subject to adjustment for debt. After the effective date of the Arrangement, any remaining portion of the Purchase Price will be distributed to former CTF shareholders, on a pro rata basis, over a period of five years. Each CTF shareholder will also be entitled to receive, on a pro rata basis, common shares in the capital of FTC Cards Inc., a company to be spun out of CTF. In order to receive the consideration, CTF shareholders should follow the instructions that are set out in CTF's Notice of Annual General and Special Meeting and Management Information Circular dated May 28, 2012, available at www.sedar.com under CTF's SEDAR profile.

CTF will be seeking the final order of the Supreme Court of British Columbia to approve the Arrangement on June 27, 2012. Once the final order is received, the Arrangement is expected to be completed on or about June 30, 2012.

About FleetCor Technologies, Inc.

FleetCor is a leading global provider of fuel cards and specialized payment products to businesses. FleetCor's payment programs enable businesses to better control employee spending and provide card-accepting merchants with a high volume customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, and Europe. For more information, please visit http://www.fleetcor.com.

Forward-Looking Information

Certain information in this press release, including statements related to the expected timing for seeking the final order and for the completion of the transaction with FleetCor, is "forward-looking information" within the meaning of applicable Canadian securities legislation and is prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking information.

Forward-looking information is also necessarily based upon a number of assumptions, including those related to the timing of the receipt of regulatory approval and the completion of corporate and commercial matters necessary to complete the transaction.

CTF cautions the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results expressed or implied by such forward-looking information, including risks related to shareholder and regulator approval.

CTF disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, further events or otherwise, except as required by applicable law.

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