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8-K - FORM 8-K - HYPERCOM CORP | p18229e8vk.htm |
EX-99.2 - EX-99.2 - HYPERCOM CORP | p18229exv99w2.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
HYPERCOM PROVIDES UPDATE ON REJECTION OF UNSOLICITED, NON-BINDING PROPOSAL FROM VERIFONE
COMPANY TO ANNOUNCE THIRD QUARTER 2010 EARNINGS ON NOVEMBER 2, 2010
WITHDRAWS DELAWARE LITIGATION
SCOTTSDALE, Ariz. October 7, 2010 Hypercom Corporation (NYSE: HYC) (the Company), the high
security electronic payment and digital transactions solutions provider, today announced that it
has voluntarily withdrawn its lawsuit against VeriFone Systems, Inc (NYSE: PAY), filed in the Court
of Chancery of the State of Delaware, which sought to preclude VeriFone from violating a two-year
Mutual Nondisclosure Agreement signed by both companies on June 25, 2009. The lawsuit limited the
information that each company could publicly disclose while the litigation was ongoing.
The Company withdrew the lawsuit in light of VeriFones September 29, 2010 announcement of a
September 27, 2010 unsolicited, non-binding proposal to acquire Hypercom, which was unanimously
rejected by the Hypercom Board of Directors. The Board believes that the VeriFone announcement and
subsequent statements made by VeriFone are potentially misleading.
We filed a lawsuit to prevent VeriFone from making public any of the confidential financial
projections we shared with VeriFone, said Norman Stout, Chairman of the Hypercom Board of
Directors. Despite a mutually agreed upon nondisclosure agreement, VeriFone made a series of
public statements that we believe could be misconstrued by Hypercoms stockholders. We therefore
felt it necessary to withdraw our litigation in order to set the record straight.
Over the past several years, Hypercom has been approached periodically by VeriFone to explore
whether long-term value could be generated for Hypercom and VeriFone stockholders through a
business combination. While Hypercom is an increasingly strong, independent competitor in the
global market, at VeriFones initiation, the Company has engaged in numerous detailed, good faith
discussions with VeriFone in the belief that a combination at the right price could benefit its
stockholders and therefore would warrant the Boards full and concerted consideration. The Company
noted that:
- | Since May 6, 2010, Hypercoms senior management and Board members have actively engaged with VeriFones management through a number of in-person and telephonic meetings. | ||
- | VeriFones September 27, 2010 proposal incorrectly suggested that Hypercom had not engaged in meaningful discussions with VeriFone regarding a combination. | ||
- | VeriFones September 27, 2010 proposal omitted that, over time, VeriFone was provided with valuable, non-public information on Hypercoms expected performance. | ||
- | VeriFones September 24, 2010 and September 27, 2010 proposals contained terms that the Board concluded significantly undervalued the Company and, importantly, those terms were substantially reduced compared to several previous private proposals, including one made as recently as June 23, 2010. |
As previously announced, Hypercom expects to significantly exceed Wall Street securities analysts
consensus estimate of $112 million in net revenues for the third quarter, ended September 30, 2010.
Accordingly, Hypercom requested that VeriFone delay making public an unsolicited, non-binding
proposal prior to the release of Hypercoms third quarter 2010 earnings so that its stockholders
would have more complete information about Hypercoms financial performance when evaluating
VeriFones proposal. The Company will announce its third quarter 2010 financial results on
November 2, 2010.
Mr. Stout continued, As VeriFone is well aware based on confidential access to our non-public
information, we are forecasting revenue and non-GAAP EPS which significantly exceed Wall Street
securities analysts consensus estimates for the third quarter. Hypercoms management team is
focused on executing on our business plan and has developed excellent relationships with key
customers around the world, successfully gaining market share in several important markets. It is
disappointing that VeriFone has chosen to publicly announce an opportunistic unsolicited,
non-binding proposal to acquire Hypercom on unattractive terms.
Hypercom is truly a global company, said Philippe Tartavull, Hypercoms Chief Executive Officer
and President. We are winning market share in Europe, Asia and Latin America and have a strong
portfolio of products and solutions, including the new and revolutionary L5000 specifically
designed for the U.S. retail market. Thanks to Hypercoms hard working and talented employees,
global order demand is at its strongest in recent years. We challenge VeriFone to compete in the
marketplace, rather than attempting to destabilize our business.
UBS Investment Bank is serving as financial advisor and DLA Piper US LLP is serving as legal
counsel to Hypercom and its Board of Directors.
About Hypercom Global payment technology leader Hypercom Corporation delivers a full suite of high security, end-to-end electronic payment products, software solutions and services. The Companys solutions address the high security electronic transaction needs of banks and other financial institutions, processors, large scale retailers, smaller merchants, quick service restaurants, and users in the transportation, petroleum, healthcare, prepaid, self-service and many other markets. Hypercom solutions enable businesses in more than 100 countries to securely expand their revenues and profits. Hypercom is a founding member of the Secure POS Vendor Alliance (SPVA) and is the second largest provider of electronic payment solutions and services in Western Europe and third largest provider globally. |
Forward Looking Information
Hypercom is a registered trademark of Hypercom Corporation.
This press release includes statements that may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding
market acceptance of new products, product capability and performance, product competitiveness,
sales, revenues, EBITDA, profits, market share, the Companys future prospects and financial
performance, the future value of the Companys common stock, the future value of a potential
business combination, the effectiveness of a stockholder rights plan to defend against an
inadequate offer to acquire the Company and to allow the Companys stockholders to realize long
term value of their investment in Hypercom common stock. These forward-looking statements are based
on managements current expectations and beliefs and are subject to risks and uncertainties that
could cause actual results to differ materially from those described in the forward-looking
statements. In particular, factors that could cause actual results to differ materially from those
in forward-looking statements include: industry, competitive and technological changes; the loss
of, and failure to replace any significant customers; the composition, timing and size of orders
from and shipments to major customers; inventory obsolescence; market acceptance of new products
and services; compliance with industry standards, certifications and government regulations; the
performance of distributors, suppliers, contract manufacturers and subcontractors; the ability to
defend against a hostile offer to acquire the Company, including adopting and maintaining a
stockholder rights plan in the context of a legal challenge by a potential acquirer; the potential
adverse effects on the Companys business and financial results as a result of a hostile attempt to
acquire the Company; risks associated with international operations and foreign currency
fluctuations, the state of the U.S. and global economies in general and other risks detailed in our
filings with the Securities and Exchange Commission, including the Companys most recent 10-K and
subsequent 10-Qs and 8-Ks. Forward-looking statements speak only as of the date made and are not
guarantees of future performance. We undertake no obligation to publicly update or revise any
forward-looking statements. HYCF
Contacts
Investors:
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Media: | |
Scott M. Tsujita
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Pete Schuddekopf | |
Hypercom Corporation
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Hypercom Corporation | |
(480) 642.5161
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(480) 642.5383 | |
stsujita@hypercom.com
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pschuddekopf@hypercom.com | |
Alan Miller / Jennifer Shotwell / Larry Miller
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Steve Frankel / Tim Lynch / Jaime Wert | |
Innisfree M&A Incorporated
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Joele Frank, Wilkinson Brimmer Katcher | |
(212) 750-5833
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(212) 355-4449 |