Ipayment (NASDAQ:IPMT)
Historical Stock Chart
From Jun 2019 to Jun 2024
The Special Committee of the Board of Directors of
iPayment, Inc. (the "Company") (NASDAQ: IPMT) received a revised
proposal from Gregory S. Daily, CEO of the Company, to acquire all of
the outstanding common stock of the Company at $43 per share. The
proposal, which is reproduced below, is subject to negotiation of
definitive documentation and completion of and funding under financing
arrangements.
Mr. Daily announced his previous buy-out proposal to the Company
on May 13, 2005 at a price of $38 per share. The Special Committee was
formed in response to Mr. Daily's initial proposal and, after
determining that it could not recommend the original bid and the
withdrawal of such bid by Mr. Daily, has been exploring alternatives
with the goal of enhancing stockholder value. The Special Committee
will consider Mr. Daily's revised bid as part of its evaluation
process. There can be no assurance that this or any transaction will
be approved or completed.
The text of the proposal is as follows:
November 1, 2005
Board of Directors
iPayment, Inc.
40 Burton Hills Boulevard, Suite 415
Nashville, Tennessee 37215
Ladies and Gentlemen,
I am writing to inform you of my renewed interest in acquiring,
through one or more entities to be formed by me (and by other
management shareholders who I may in the future invite to join me),
all of the outstanding shares of common stock, par value $.01 per
share, of iPayment, Inc. (other than shares owned by me and by any
such management shareholders) at a price of $43.00 per share. This
proposal represents a 20% premium over the closing price of iPayment's
shares yesterday, a 13% premium over the proposal I made to the
company on May 13, 2005, and a premium of 36% over the Company's stock
price prior to that proposal.
I have determined to make this proposal after giving a good deal
of thought to the options facing me as an executive and as a
shareholder, and to the options facing the company's shareholders more
generally. As I have indicated in the past, I firmly believe that a
transaction of this sort would reduce the costs and management efforts
incident to the Company's status as a public company and enable
management to focus on operating the Company's business and on value
creation. After the board rejected my initial proposal and commenced a
formal process of exploring alternatives, I and other members of
management expressed our desire to be a constructive force in that
process. Accordingly, I withdrew my prior expression of interest and
management made presentations about the company and its business, met
with prospective purchasers, and permitted the company and its
advisors to represent to interested parties that the management team
would participate in a transaction and remain with the company.
Upon further consideration, I must inform you that, at the price
levels the company is seeking, I have decided that I am not prepared
to "roll over" my shares into a transaction led by a third party.
Phrased differently, while I am prepared to lead, arrange and organize
an acquisition as described in this letter, and while I and, I
believe, key members of management would be prepared, for an
appropriate incentive package, to remain with the company following a
transaction led by others, I am not prepared to invest in a sponsor's
or other partner's deal or have my shares treated differently than
those of others in such a transaction at these price levels.
I believe that the transaction I am proposing would be attractive
to the company and its shareholders and represents the best price
available for the purchase of the company's shares. In addition, the
transaction could move forward swiftly and with minimal contingencies.
I am, of course, intimately familiar with the company, and the process
of negotiating a definitive agreement would accordingly be smooth. I
would not expect burdensome representations or schedules or need to
conduct diligence. While I would require a financing condition, given
the advanced stage of discussions that the company and its advisors
have had with financing sources, I believe I could deliver firm
financing commitments quite quickly and that those commitments would
minimize any uncertainties associated with the financing.
In short, my proposal, which is of course subject to the
negotiation of mutually acceptable definitive documentation, offers a
substantial premium over relevant benchmarks and could be effectuated
swiftly and with minimal uncertainty.
If you have any questions, do not hesitate to contact me.
Sincerely,
Greg Daily
The Company is a provider of credit and debit card-based payment
processing services to over 130,000 small merchants across the United
States. The Company's payment processing services enable merchants to
process both traditional card-present, or "swipe," transactions, as
well as card-not-present transactions, including transactions over the
internet or by mail, fax or telephone.
This press release contains forward-looking statements of the
Company regarding a possible transaction by the Company. Actual events
may differ materially from the statements included in this press
release.