Attached files

file filename
8-K - FORM 8-K - VISA INC.d8k.htm
EX-99.4 - SOME FREQUENTLY ASKED QUESTIONS ABOUT THE TRANSACTION, DATED APRIL 21, 2010. - VISA INC.dex994.htm
EX-99.1 - PRESS RELEASE OF VISA INC., DATED APRIL 21, 2010. - VISA INC.dex991.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER, DATED APRIL 20, 2010 - VISA INC.dex21.htm
EX-99.2 - PRESENTATION OF VISA INC., DATED APRIL 21, 2010. - VISA INC.dex992.htm

Exhibit 99.3

LOGO

FACT SHEET

 

Strategic Rationale      CyberSource Corporation is a leading provider of electronic payment, risk management and payment security solutions to online merchants
     CyberSource plays a role in processing approximately 25 percent of all eCommerce dollars transacted in the United States and serves more than 295,000 merchants through its CyberSource and Authorize.Net branded solutions
     CyberSource’s clients include British Airways, Home Depot, Facebook, Google and many small businesses
     The acquisition will accelerate Visa’s growth in eCommerce, thereby increasing the usage of Visa debit, prepaid and credit products for online purchases
     This transaction broadens Visa’s suite of eCommerce offerings to include a full-service payment management platform for eCommerce merchants, combining global payment connectivity and processing with fraud management and secure payment data hosting
     Merchants will be able to increase revenue through global growth; CyberSource’s features help to minimize monetary loss from fraud, and provide fast and efficient connectivity to payment networks, including Visa
     By building on CyberSource’s relationships with merchants, Visa intends to expand the adoption and enhance the functionality of other Visa eCommerce solutions such as Rightcliq
     CyberSource can draw on Visa’s financial institution relationships and global presence to drive international expansion of CyberSource’s products and services
     As online retail sales increase, eCommerce is poised for growth. Global eCommerce sales should be greater than $850 billion in 2010 with continued double-digit annual growth (Source: J.P. Morgan “Nothing But Net – 2010 Internet Investment Guide” January 2010)
     The combination of Visa and CyberSource’s technology and services presents an opportunity for Visa to lead in mobile eCommerce as eCommerce increasingly migrates to mobile devices
Transaction Summary and Closing Conditions      Visa Inc. (NYSE: V) will acquire CyberSource Corporation (Nasdaq: CYBS) for $26.00 per share, or a total of $2.0 billion to be paid with cash on hand
 

 

  

 

Visa expects this transaction to be approximately $0.04 to $0.05 dilutive to its fiscal fourth quarter 2010 earnings per share on a GAAP basis, due to acquisition-related amortization and one-time transaction costs. Visa expects this transaction to be slightly dilutive to its fiscal full-year 2011 earnings per share on a GAAP basis, primarily related to amortization of intangible assets

 

 

  

 

The transaction is expected to close in Visa’s fiscal fourth quarter of 2010, subject to CyberSource stockholder approval and required regulatory approvals

Integration      This transaction builds on an existing relationship; the companies have partnered since 1999 and currently collaborate on risk models built into CyberSource’s automated fraud management solutions
     CyberSource President and CEO Michael Walsh will continue to oversee CyberSource’s operations
     CyberSource’s Executive Chairman and Founder, William S. McKiernan, will join Visa as an Executive Advisor to assist in the integration of the two businesses
     Visa has no plans to make any substantive changes to CyberSource’s operations and intends to invest in CyberSource’s business and its employees
     CyberSource will operate as a wholly-owned subsidiary
About Visa Inc.   Visa is a global payments technology company that connects consumers, businesses, financial institutions and governments in more than 200 countries and territories to fast, secure and reliable digital currency. Underpinning digital currency is one of the world’s most advanced processing networks—VisaNet—that is capable of handling more than 10,000 transactions a second, with fraud protection for consumers and guaranteed payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visa’s innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visit


     www.corporate.visa.com.
About CyberSource      CyberSource solutions enable electronic payment processing for Web, call center, and POS environments. CyberSource also offers industry-leading risk management and payment security solutions for merchants accepting card-not-present transactions. CyberSource Professional Services designs, integrates, and optimizes commerce transaction processing systems. Approximately 295,000 businesses use CyberSource solutions, including half the companies comprising the Dow Jones Industrial Average. The company is headquartered in Mountain View, California, and has sales and service offices in Japan, Singapore, the United Kingdom, and other locations in the United States including Bellevue, Washington and American Fork, Utah. For more information on CyberSource please visit www.cybersource.com.
Contacts     

Visa Inc.

Investor Relations

Jack Carsky or Victoria Hyde-Dunn

415-932-2213

ir@visa.com

 

Media Relations

Will Valentine

415-932-2564

globalmedia@visa.com

  

CyberSource Corp.

Investor Relations

Katrina Rymill

650-965-6154

krymill@cybersource.com

 

Media Relations

Bruce Frymire

650-965-6042

bfrymire@cybersource.com

Forward Looking Statements

This document contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Visa Inc. and CyberSource. The forward-looking statements in this document address a variety of subjects including, for example, the expected date of closing of the acquisition and the potential benefits of the merger. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that CyberSource’s business will not be successfully integrated with Visa’s business; costs associated with the merger; matters arising in connection with the parties’ efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to Visa Inc.’s overall business, including those more fully described in Visa Inc.’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended September 30, 2009, and its quarterly report filed on Form 10-Q for the first quarter of 2010, and CyberSource’s overall business and financial condition, including those more fully described in CyberSource’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2009, and its quarterly reports filed on Form 10-Q for the current fiscal year. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, CyberSource will file a proxy statement with the SEC. Additionally, CyberSource will file other relevant materials with the SEC in connection with the proposed acquisition of CyberSource by Visa pursuant to the terms of an Agreement and Plan of Merger by and among Visa, CyberSource and Market St. Corp., a wholly-owned subsidiary of Visa. The materials to be filed by CyberSource with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from CyberSource by contacting its investor relations department by telephone at (650) 965-6000 or by mail at CyberSource, Investor Relations, 1295 Charleston Road, Mountain View, California 94043. Investors and security holders of CyberSource are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

CyberSource, Visa and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CyberSource stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of CyberSource’s executive officers and directors in the solicitation by reading CyberSource’s proxy statement for its 2009 annual meeting of stockholders the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009, containing Part III information when filed with the SEC on or before April 30, 2010, and the proxy statement and other relevant materials filed with the SEC in connection with


the merger when they become available. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Visa’s executive officers and directors by reading Visa’s proxy statement for its 2010 annual meeting of stockholders. Information concerning the interests of CyberSource’s participants in the solicitation, which may, in some cases, be different than those of CyberSource’s stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available. Additional information regarding CyberSource directors and executive officers is also included in CyberSource’s proxy statement for its 2009 annual meeting of stockholders and will be included in the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 containing Part III information.