CyberSource Corporation (NasdaqGM:CYBS), a leading provider of electronic payment and risk management solutions, and Authorize.Net Holdings, Inc. (NasdaqGM:ANET), a leading provider of IP based payment solutions, today announced the signing of a definitive agreement whereby CyberSource will acquire Authorize.Net in a stock and cash transaction valued at approximately $565 million, as of the close of the NASDAQ Global Market System on June 15, 2007.
The acquisition joins two highly complementary businesses, positioning CyberSource to further capitalize on the growing web-based payment opportunity. Both companies are leaders in enabling e-commerce businesses to accept online payments for goods and services. CyberSource, with approximately 20,000 customers, has traditionally focused on managing payments for mid-sized and enterprise customers. Authorize.Net, with over 175,000 customers, has specialized in small businesses. Collectively, the companies processed approximately 1.1 billion transactions in 2006, representing $65 billion of e-commerce. The acquisition will enable CyberSource to provide leading payment solutions to all segments of the e-commerce industry.
"This is an investment in growth and scale," said Bill McKiernan, CyberSource chairman and CEO. "Each company has a strong brand, processing platform and team. This combination helps secure our leadership position, and gives us more resources to bring innovative payment solutions to our customers and partners. We believe this combination creates a unique global platform to allow us to better serve the industry and positions CyberSource to support new business opportunities as more payment types migrate to web-based platforms."
Under the agreement, Authorize.Net shareholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock. Additionally, shareholders will receive a pro-rata share of approximately $125 million in the form of a cash payment. The agreement was approved by the boards of directors of both CyberSource and Authorize.Net. Subject to obtaining applicable shareholder approvals and satisfaction of all regulatory requirements, the transaction is expected to close in late September or early October 2007. This transaction is expected to be accretive in the fourth quarter of 2007 on a non-GAAP basis, which excludes stock-based compensation expense, a reduction in the tax allowance, the non-cash portion of the tax provision, depreciation and amortization expense, and certain non-recurring charges and income.
"Authorize.Net has been a great success story for our merchants, our partners, and our shareholders," said Robert E. Donahue, Authorize.Net Holdings, Inc., president and CEO. "CyberSource is in an excellent position to leverage the potential of the combined businesses to further build on the successes of each company. They see the full potential in the Authorize.Net business, and they share our commitment to the continued growth of our customers and partners."
"We believe this transaction, in the years ahead, will enable us to provide even better support for our channel partners and customers," said Roy Banks, president, Authorize.Net Corp. "We expect this combination of resources to bring new and innovative payment solutions to market faster and more successfully than either company could independently."
Bill McKiernan will remain Chairman and CEO of the combined entity, Scott Cruickshank will remain President and COO of CyberSource, and Roy Banks will remain President of Authorize.Net.
Upon the close of the transaction, Robert Donahue, currently a member of the board of directors of Authorize.Net Holdings, Inc., will join the board of directors of CyberSource. In conjunction with the anticipated transaction, Scott Cruickshank, president and COO of CyberSource, has agreed to resign from the board of directors of CyberSource.
Goldman Sachs & Co. served as financial advisor to CyberSource, and Jefferies Broadview, a division of Jefferies & Co., served as financial advisor to Authorize.Net for this transaction.