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8-K - LIVE FILING - WEX Inc. | htm_45965.htm |
Wright Express to Acquire Fleet One, A Privately Held Fuel Card Provider for the Over-the-Road
and Local Retail Fueling Markets in the U.S.
Transaction Accelerates Entrance into the OTR market;
Highly Complementary Fit with Wright Express Americas Fleet Business
SOUTH PORTLAND, Maine, September 5, 2012 Wright Express Corporation (NYSE: WXS), a leading provider of value-based business payment processing and information management solutions, and Fleet One, an over-the-road and local retail fueling business, announced today that they have entered into a definitive agreement whereby Wright Express will acquire Fleet One from private equity firms LLR Partners and FTV Capital for $369 million in cash. This transaction is expected to generate approximately $100 million in present value of tax benefits for Wright Express. The all cash transaction will be financed through the Companys existing credit facility and is anticipated to be immediately accretive to the Companys adjusted net income, which is a non-GAAP measure, excluding one-time charges related to the transaction. The transaction is anticipated to close in the fourth quarter of 2012, subject to regulatory approval and other customary closing conditions.
Fleet One provides fuel cards and fleet management information services that address the entire fuel card supply chain and has a meaningful presence in both the over-the-road and local fleet markets. For the last twelve months ending June 30, 2012, Fleet Ones businesses generated revenue in excess of $56 million. They have 210,000 active cards, which are accepted at 60,000 locations, including 6,700 over-the-road locations.
This is a unique opportunity to combine Fleet Ones strong brand and presence in the over-the-road market with Wright Express best-in-class product set to service the full spectrum of fleets, said Michael Dubyak, chairman, chief executive officer and president of Wright Express. Fleet Ones over-the-road business will give us an immediate presence in the heavy truck market in the U.S. and Canada, while the blending of Fleet One and Wright Express small fleet and private label businesses should provide greater scale. Additionally, their enhanced portfolio of services will strengthen our position to support mixed fleets. We expect this acquisition to provide us with significant opportunities for growth and it further demonstrates our commitment to expanding our Americas fleet business, concluded Dubyak.
BofA Merrill Lynch acted as financial advisor to Wright Express while WilmerHale provided legal counsel. FT Partners acted as financial advisor to Fleet One while Pepper Hamilton LLP provided legal counsel.
Conference Call Details
Wright Express will host a conference call today, September 5, 2012, at 5:00 p.m. (ET) to discuss the Companys acquisition of Fleet One. A live webcast of this conference call will be available at the Investor Relations section of the Companys website at http://www.wrightexpress.com. The live conference call also can be accessed by dialing (866) 334-7066 or (973) 935-8463. A replay of the webcast will be available on the Companys website.
For your convenience, the conference call can be replayed in its entirety beginning from two hours after the end of the call through September 11, 2012. If you wish to listen to the replay of this conference call, please dial (855) 859-2056 or (404) 537-3406 and enter passcode 27799507.
About Wright Express
Wright Express is a leading provider of value-based, business payment processing and information
management solutions. The Companys fleet, corporate and prepaid payment solutions provide its more
than 350,000 customers with unparalleled security and control across a wide spectrum of business
sectors. The Companys operations include Wright Express Financial Services, Pacific Pride, rapid!
PayCard, Wright Express Prepaid Cards Australia, Wright Express Fuel Cards Australia and
CorporatePay Limited, England, as well as a majority equity position in UNIK S.A, a Brazilian
company. Wright Express and its subsidiaries employ more than 900 associates in six countries. For
more information about Wright Express, please visit wrightexpress.com.
Additional Information
Adjusted net income excludes non-cash mark-to-market adjustments on our fuel price related
derivative instruments and the amortization of acquired intangible assets, as well as the related
tax impacts.
Safe Harbor Statement/Forward Looking Statements
This press release contains forward-looking statements, including statements regarding: the
Companys intention to complete the acquisition of Fleet One; expectations regarding the
transaction generating present value of tax benefits; the accretive nature of the transaction; the
anticipated closing timeframe; the opportunity for the transaction to generate scale; and,
opportunity for the transaction to generate opportunities for growth. Any statements that are not
statements of historical facts may be deemed to be forward-looking statements. When used in this
earnings release, the words may, could, anticipate, plan, continue, project, intend,
estimate, believe, expect, see and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain such words. These
forward-looking statements are subject to a number of risks and uncertainties that could cause
actual results to differ materially, including: the effects of general economic conditions on
fueling patterns and the commercial activity of fleets; the effects of the Companys international
business expansion and integration efforts and any failure of those efforts; the impact and range
of credit losses; breaches of the Companys technology systems and any resulting negative impact on
our reputation, liability, or loss of relationships with customers or merchants; the Companys
failure to successfully integrate the businesses it has acquired; fuel price volatility; the
Companys failure to maintain or renew key agreements; failure to expand the Companys
technological capabilities and service offerings as rapidly as the Companys competitors; the
actions of regulatory bodies, including banking and securities regulators, or possible changes in
banking regulations impacting the Companys industrial bank and the Company as the corporate
parent; the impact of foreign currency exchange rates on the Companys operations, revenue and
income; changes in interest rates; financial loss if the Company determines it necessary to unwind
its derivative instrument position prior to the expiration of a contract; the incurrence of
impairment charges if our assessment of the fair value of certain of our reporting units changes;
the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of
the Companys Annual Report for the year ended December 31, 2011, filed on Form 10-K with the
Securities and Exchange Commission on February 28, 2012 and the Companys subsequent periodic and
current reports. The Companys forward-looking statements and these factors do not reflect the
potential future impact of any alliance, merger, acquisition, disposition or stock repurchases. The
forward-looking statements speak only as of the date of this press release and undue reliance
should not be placed on these statements. The Company disclaims any obligation to update any
forward-looking statements as a result of new information, future events or otherwise.
News media contact:
Wright Express
Jessica Roy, 207-523-6763
JessicaRoy@wrightexpress.com
or
Investor contact:
Wright Express
Michael E. Thomas, 207-523-6743
MichaelThomas@wrightexpress.com