Investor
Call November 17, 2010: VeriFone to Acquire Hypercom
Filed by VeriFone Systems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Hypercom Corporation
Commission File No.: 001-13521 |
Presenters
William Nettles, VP Corporate Development & IR, VeriFone
Doug Bergeron, CEO, VeriFone
Philippe Tartavull, CEO, Hypercom
Bob Dykes, CFO, VeriFone
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Forward-Looking Statements
Todays discussion may include forward-looking statements
within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such
statements relate to future events and expectations and involve known
and unknown risks and uncertainties. VeriFones actual results or actions
may differ materially from those projected in the forward-looking
statements. For a summary of the specific risk factors that could cause
results to differ materially from those expressed in the forward-looking
statements, please refer to VeriFones filings with the Securities and
Exchange Commission, including its annual report on Form 10-K and
quarterly reports on Form 10-Q. VeriFone is under no obligation to, and
expressly disclaims any obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events,
changes in assumptions or otherwise.
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Important
Information 4
In connection with the proposed transaction, VeriFone intends to file with the Securities
and Exchange Commission (SEC) a registration statement on Form S-4
that will include a proxy statement of Hypercom relating to the proposed
transaction. INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT (AND
ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain copies of the S-4 and proxy statement,
as well as VeriFones other filings, free of charge at the website maintained by
the SEC at www.sec.gov when they become available. In addition, you may obtain documents
filed with the SEC by VeriFone free of charge at its Web site (www.verifone.com)
or by directing a request to: VeriFone, 2099 Gateway Place, Suite 600, San Jose,
CA95110 (Tel: 1-408-232-7979) Attention: Company Secretary). You may
obtain documents filed with the SEC by Hypercom free of charge by contacting:
Scott Tsujita (Tel: 1-480-642-5161). VeriFone and Hypercom, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies from Hypercom stockholders
in connection with the merger. Information about the directors and executive
officers of VeriFone and is set forth in the proxy statement for VeriFones
2010 Annual Meeting of Stockholders filed with the SEC on May 19, 2010.
Information about the directors and executive officers of Hypercom is set forth in
Hypercoms Annual Report on Form 10-K filed with the SEC on March 12, 2010 and
the proxy statement for Hypercoms 2010 Annual Meeting of Stockholders filed
with the SEC on April 26, 2010. Investors may obtain additional information
regarding the interests of such participants by reading the Form S-4 and proxy
statement for the merger when they become available. |
Acquisition
VeriFone and Hypercom have entered into an agreement
under which VeriFone will acquire Hypercom
Purchase consideration: 0.23 shares of VeriFone common
stock for each common share of Hypercom
At $31.84 closing price of VeriFone on November 16,
transaction is valued at $7.32 per Hypercom share
Transaction value is $485 million, including securities
convertible into Hypercom shares and net debt
Solidly accretive during first twelve months (excluding one-
time charges)
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Approvals
The Boards of Directors of both companies have unanimously
approved the transaction
The transaction is subject to approval of Hypercom
shareholders and regulators
Expected closing is second half of 2011 but could vary based
on regulatory review
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Geographic Coverage
VeriFone is a leading provider of technology solutions to the
payment industry
VeriFone sees excellent growth in U.S., the rest of the
Americas and throughout Asia
Hypercom has particular strength in Europe and Asia,
especially Germany, France, Austria and Australia
With Hypercoms complementary geographies, VeriFone will
bolster global presence and expand our footprint in
Continental Europe. |
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Extends Ocean-Front Property For New Initiatives to Europe
for Mass Media Distribution
Payments industry is transforming
Payments ecosystem of the future will include
smart phone-activated payments
Point of Sale will become the Point of Experience
Security is becoming increasingly important
Research and development requirements are increasing
dramatically
Consumer/merchant experience to be rich, complex and dynamic
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Financials
Operating synergies from overlapping sales regions and
efficiencies in engineering and administrative costs
With the substantial increase in joint production volumes we
also expect supply chain efficiencies
Quarterly EPS accretion reaching 15% during the first year of
combined operations on a non-GAAP basis
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Hypercom
Built a tremendous business that expanded from its origin in
Australia to more than 130 countries worldwide
Grew net revenue from almost $290 million to nearly $450
million over the past three years
Secured a leading position in Germany and other parts of
Europe with the acquisition of Thales e-Transactions in 2008
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Q&A
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