October 11, 2006 07:09 ET

Visa Announces Global Restructuring

SAN FRANCISCO, CALIFORNIA--(CCNMatthews - Oct. 11, 2006) - Visa announced today that it intends to restructure its organization in order to create a new public global corporation called Visa Inc. As a part of this restructuring, Visa Europe will remain a membership association, owned and governed by its European member banks, and become a licensee of Visa Inc. Visa expects the proposed restructuring will best position the company to meet the evolving needs of its customers and will accelerate its growth by improving organizational efficiency, addressing certain legal claims that exist in some markets, and increasing access to capital.

"This is a great time in Visa's history to make this transition - we continue to be a leader in the payments industry, our growth and emerging market strategies are succeeding, and the growth potential in the global payments industry is tremendous," said William I. Campbell, chairman of the Visa International Board of Directors. "We expect that the new structure will accelerate Visa's growth and position us to better serve our financial institutions and merchants."

Under the proposed restructuring, Visa Inc. will be created through a series of mergers involving Visa Canada, Visa USA and Visa International, which includes the operating regions of Asia Pacific; Latin America and the Caribbean; and Central and Eastern Europe, Middle East and Africa. The reorganization will result in a new stock corporation owned by Visa members. After the mergers are complete, the global corporation intends to begin the IPO process and list its shares on a major stock exchange. It is expected that a majority of the shares in the reorganized company will be sold to the public.

The boards of directors of Visa's six regions and Visa International unanimously approved the recommendation for the restructuring. The restructuring is subject to approval by Visa members and regulatory authorities.

Within the new model, Visa Europe will retain its member-owned association structure, with continued ownership by its 4,500 European member banks, and will operate as a licensee of Visa Inc. This structure will enable Visa Europe to focus on the significant opportunities arising from the formation of an internal market for payments in Europe through the Single Euro Payments Area (SEPA). Visa Europe will be a minority stockholder in the global company, and Visa Inc. will have a minority investment interest in Visa Europe.

"Visa recognises that the unique features of the European market require a tailored approach," said Jan Liden, chairman of the Visa Europe Board of Directors. "This is a European solution for Europe. It will benefit all of our stakeholders - our member banks and their customers - retailers and consumers. And it supports the European Commission's stated goal of creating European-wide payments systems."

Visa's new structure is expected to strengthen global coordination and accelerate product development and innovation, while preserving the advantages of Visa's strong local market expertise and execution. As a result, Visa anticipates that it will improve its ability to service global customers while continuing to meet the needs of local markets. Visa intends to continue to ensure the highest levels of interoperability, reliability and security throughout the global enterprise.

"Visa's approach provides it with the best of both worlds, combining the efficiencies of global scale with the recognition of Europe's unique business and economic environment," said Campbell. "The new structure differentiates us from other global brands and increases our ability to compete more effectively using Visa's key global assets - brand and network."

As part of the restructuring, the board of Visa Inc. will be composed of a majority of independent directors. A search for independent directors and a chief executive officer for Visa Inc. is underway.

About Visa: Visa connects cardholders, merchants and financial institutions through the world's largest electronic payments network. Visa products allow buyers and sellers to conduct commerce with ease and confidence in both the physical and virtual worlds. Visa is committed to the sustained growth of electronic payment systems to support the needs of all stakeholders and to drive economic growth.

Visa products currently generate more than $4 trillion in sales volume worldwide. Visa has unsurpassed acceptance at more than 24 million locations worldwide including one million ATMs. For more information, visit

This information is based upon unanimous, non-binding agreement by the Visa International board and Visa regional boards. It is all subject to Definitive Agreements being acceptable to all parties, all necessary corporate and member approval, and completion of all necessary due diligence. This material is not intended, and should not be construed, as an offer to sell, or as a solicitation of an offer to purchase, any securities.

This press release contains forward-looking statements. These statements may be identified by the use of words such as "will," "believes," "anticipates," "intends," "estimates," "expects," "projects," "plans" or similar expressions. Such forward-looking statements include, without limitation, statements about the proposed restructuring and related transactions, strategy, future operations, prospects, plans and objectives of management and events or developments that we expect or anticipate will occur. The forward-looking statements reflect Visa's current views and assumptions and are subject to risks and uncertainties, which may cause actual and future results and trends to differ materially from the forward-looking statements, including but not limited to ability to obtain approval by Visa's members for the proposed restructuring and related transactions; successful completion of the restructuring and related transactions; the outcome of legal proceedings; uncertainties inherent in operating internationally; and the impact of law and regulations. Many of these factors are beyond Visa's ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements.

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