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Metavante Signs Agreement to Acquire NYCE
Acquisition provides Metavante greater opportunities in the online debit market
with nation's second-largest electronic funds transfer network
MILWAUKEE, May 17 /PRNewswire-FirstCall/ -- Metavante Corporation, the
financial technology subsidiary of Marshall & Ilsley Corporation , and First
Data Corporation , today jointly announced that they have signed a definitive
agreement that provides for the purchase of substantially all of the stock of
NYCE Corporation by Metavante for approximately $610 million in cash. As the
majority shareholder of NYCE, First Data will receive approximately $389
million in cash. The transaction is subject to regulatory approvals and other
customary conditions. In addition, certain minority shareholders of NYCE have
the right, within 30 days, to match the terms of the definitive agreement and
acquire First Data's NYCE shares. Metavante expects the transaction to close
in the third quarter of 2004, consistent with the timeframes agreed upon with
the U.S. Department of Justice.
"Building upon our EFT industry experience and knowledge, Metavante has a
significant opportunity to augment our electronic funds business by acquiring
the nation's second-largest PIN-debit network in NYCE, which is a capability
that we do not have today," said Frank R. Martire, Metavante president and
chief executive officer. "When this acquisition is completed, we expect to
have another piece of the payment services solution set at Metavante, which
will exchange, route and settle electronic payments on behalf of financial
institutions to and from businesses and consumers. These include our existing
electronic presentment and payment services and electronic funds transfer
capabilities, as well as the electronic check-image exchange technology we are
acquiring in Advanced Financial Solutions Inc."
First Data has held NYCE as a separate unit since December 2003, pending First
Data's divestiture of its ownership share in NYCE. This was the result of an
agreement between First Data and the Department of Justice surrounding its
merger with Concord EFS.
"Electronic payment transactions in the U.S. are on an extraordinary growth
curve, and NYCE will help complete single-source payment solutions increasingly
requested by our customers," said Martire. "NYCE will become a Metavante
subsidiary, operated as an independent business line under NYCE's current
senior management team. The NYCE brand will remain intact as will its historic
commitment to service, reliability and innovation."
NYCE had 2003 revenue of approximately $143 million and net income of
approximately $30.7 million. The transaction is expected to be approximately
neutral to M&I's earnings per share in 2004 and accretive in 2005.
NYCE serves the domestic and international markets with its industry leading
PIN-debit payment products. It provides financial institutions, retailers and
independent ATM deployers with shared network services for ATMs, online debit
point-of-sale and electronic benefits transfer transactions. Nine of the
nation's top 15 PIN-debit card issuers participate in the NYCE network, along
with over 2,150 other financial institutions from across the United States.
NYCE links these debit card issuers with over 147,000 ATM locations and almost
one million PIN-debit point-of-sale locations.
"Today's announcement is good news for the thousands of financial institutions
and merchants, and the millions of consumers who rely upon NYCE every day for
convenient and secure access to their money," said Dennis F. Lynch, President
and CEO of NYCE Corporation. "Metavante's broad financial service offerings
will complement our branded network products and services. We look forward to a
promising future together because we share a commitment to excellence, a
history of applying technology to produce superior service and strong business
values, as well as the same customer-centric operating principles."
NYCE's EFT processing business provides real-time processing services that
support ATM management and monitoring services, gateway access, and debit card
issuance and authorization solutions. Combined, Metavante and NYCE expect to
serve 23 million ATM and debit cardholders. The two companies expect to process
over 235 million monthly EFT transactions and drive over 20,000 ATMs.
About NYCE Corporation
At the forefront of electronic payments in the United States, NYCE Corporation
provides consumers with secure, real-time account access, 100 million times
each month. Beyond its core service of providing the convenience of PIN debit
account access at ATMs and retailer point-of-sale (POS) terminals, NYCE
continues to lead in the development of new electronic payment services to
enhance consumer convenience and expand service offerings by its participants.
In addition, NYCE Corporation provides ATM driving and fully automated
monitoring services, gateway services, on and off-line signature debit card
processing, and card authorization solutions. NYCE recently expanded its reach
across the border as the first payments company to enable wide-spread PIN POS
access for Canadian cardholders at U.S. retailers, and as a processing provider
through a Canadian-based joint venture with Celero Solutions. NYCE Corporation
is headquartered in Montvale, N.J. and can be found on the web at
http://www.nyce.net/.
About First Data
First Data Corp. (NYSE:FDC), with global headquarters in Denver, helps power
the global economy. Serving approximately 3.5 million merchant locations,
1,400 card issuers and millions of consumers, First Data makes it easy, fast
and secure for people and businesses around the world to buy goods and
services, using virtually any form of payment: credit, debit, smart card,
stored-value card or check at the point-of-sale, over the Internet or by money
transfer. For more information, please visit the company's Web site at
http://www.firstdata.com/.
About Metavante
Metavante Corporation is a leading provider of electronic funds transfer (EFT)
and card solutions including debit-, prepaid debit-, and credit card-account
processing, card personalization, ACH processing, ATM driving and monitoring,
gateway transaction processing, merchant processing, transportation payment
solutions, healthcare identification card fulfillment, and flexible spending
account processing. Metavante provides EFT and card services to over 1,600
financial institutions, transportation agencies, and health insurance
companies.
Metavante processes transactions of value by providing clients with financial
technology solutions that drive customer relationship management, electronic
banking, electronic presentment and payment, financial account processing,
investment technology and retirement plan services. Headquartered in Milwaukee,
Wis., Metavante is wholly owned by Marshall & Ilsley Corporation (NYSE:MI).
Metavante is a registered trademark of Metavante Corporation. For more
information, see http://www.metavante.com/.
* Marshall & Ilsley Corporation will hold a conference call at 11:00 a.m.
CDT Monday, May 17, regarding the transaction. For those interested in
listening, please call 1-800-245-1683 and ask for the Marshall & Ilsley
conference call. If you are unable to join us at this time, a replay of
the call will run through May 24, 5:00 p.m. CDT by calling 1-800-839-
6713 and entering passcode 632 59 15 to listen. Supplemental
information referenced in the conference call can be found at
http://www.micorp.com/ , Investor Relations, or http://www.metavante.com/,
Newsroom.
This press release contains forward-looking statements concerning M&I's and
Metavante's future financial results and operations, including expected
earnings, closing dates, and operating activities. Such statements are subject
to important factors which could cause M&I's and Metavante's actual results to
differ materially from those anticipated by the forward-looking statements.
These factors include (a) receipt of regulatory approvals without unexpected
delays or conditions; (b) timely implementation and execution of integration
plans; (c) waiver or expiration of rights of minority shareholders of NYCE to
exercise rights of first refusal for First Data's NYCE shares; (d) retention of
customers and critical employees; (e) successfully leveraging Metavante/NYCE's
comprehensive product offering to the combined customer base; (f) continued
growth at rates approximating recent levels for card-based payment transactions
and other product markets; (g) no unanticipated changes in laws, regulations,
or other industry standards affecting Metavante/NYCE's businesses which require
significant product redevelopment efforts, reduce the market for or value of
its products or render products obsolete; (h) no unanticipated developments
relating to previously disclosed lawsuits or similar matters; (i) successful
management of any impact from slowing economic conditions or consumer spending;
(j) no catastrophic events that could impact Metavante/NYCE's or its major
customer's operating facilities, communication systems and technology or that
has a material negative impact on current economic conditions or levels of
consumer spending; (k) no material breach of security of any Metavante/NYCE's
systems; and (l) those referenced in M&I's Annual Report on Form 10-K for the
year ended December 31, 2003, under the heading "Forward-Looking Statements"
and such other factors as may be described from time to time in M&I's
subsequent SEC filings, which factors are incorporated herein by reference.
DATASOURCE: Metavante Corporation; First Data Corporation
CONTACT: Chip Swearngan, Metavante Corporation, +1-414-357-3688,
; Staci Busby, First Data Corporation,
+1-303-967-7188, ; Mark Furlong, Marshall &
Ilsley Corporation, +1-414-765-8052,
Web site: http://www.metavante.com/
http://www.firstdata.com/
http://www.nyce.net/