Source: Planet Payment
Planet Payment (LSE: AIM: PPT and PPTR), a leading international multi-currency payment and data processor, today announced that the Company has completed the purchase of the assets of the e-Commerce processing business formerly known as iPay.
The sale of the assets, by Pay By Touch Payment Solutions ("PBTPS"), a New Castle, Delaware-based payments company, was approved by the United States Bankruptcy Court for the Central District of California on April 21, 2008.
The iPay technology acquired is used by merchants to facilitate the acceptance of credit and debit cards as payment for goods and services, principally sold over the Internet, or in other non-face-to-face transactions. Concurrent with the acquisition, the Company completed a $3 million private placing of Convertible Promissory Notes with US-based private equity firm Camden Partners, an existing investor in the Company.
Under the terms of the transaction, Planet Payment paid total consideration of $1 million in cash for substantially all of the tangible assets, intellectual property and licenses comprising the iPay processing business, including the Internet payment gateway and related technology, web-based merchant transaction reporting module, credit card chargeback management systems, associated hardware and equipment, as well as the iPay facilities in New Castle, Delaware. The acquisition also includes the agent bank and small direct merchant portfolios comprising the iPay processing business. In addition, Planet Payment anticipates paying an additional $200,000-$300,000 for existing contracts, licenses and new arrangements, thereby raising the total cost of the transaction to $1.2 million - $1.3 million.
Planet Payment hired approximately 35 seasoned payments professionals that operated the iPay business for PBTPS that will complement Planet Payment's existing employee base. The Company believes that this additional talent pool can help the Company grow and execute its international business plans.
Planet Payment anticipates investing an additional $200,000 over and above the acquisition to cover anticipated IT and other infrastructure upgrades. Planet Payment expects the iPay business to be close to break even in 2008 and, given the anticipated additional revenue generated by growth, as well as cost savings from expected synergies and consolidation of functions, to be a contributor to earnings in 2009.
The Company estimates that over the first twelve months, the agent bank portfolio, comprising more than 20 banks and in excess of 4,000 merchants, as well as the direct merchant portfolio, which includes approximately 850 merchants, will together generate processing volume in excess of $1 billion and contribute approximately $7 million in net revenue to Planet Payment.
Commenting on the transaction, Philip Beck, Chairman and CEO of Planet Payment said, "Planet Payment is delighted to welcome the iPay team to Planet Payment. We believe that with the transaction announced today, we have added a core group of experienced payment professionals that will complement our seasoned team.
"The assets that we have acquired will enable Planet Payment to better meet the demands and e-commerce processing needs of customers worldwide with a more robust suite of products and services. We believe that the iPay technology will help fill a market need internationally, specifically in the Asia Pacific region, where merchants have fewer options for Internet gateways that help facilitate e-commerce transactions. We are looking forward to working with the merchants and banks that are our new customers and can assure them that we are committed to achieving a seamless transition and continuity of payment services. We believe that the assets that we have acquired provide value to both our customers and shareholders, which exceed the total price of the transaction."
Concurrently with the acquisition, the Company raised $3,000,000 (before expenses) in a private placing of Convertible Promissory Notes, with the US private equity firm Camden Partners, an existing investor in the Company. The Convertible Promissory Notes, have a 4-year term and are convertible into an aggregate of 1,333,333 Common Shares at a conversion price of $2.25 per share. The Notes carry an interest rate of 8% per annum and are convertible at any time at the option of the Noteholders, or automatically upon the achievement of certain milestones by the Company, namely a qualified US IPO, or the achievement of certain liquidity and market value in the trading of the Company's Common Shares.
Philip Beck added, "We greatly appreciate the continued support from Camden Partners, who not only alerted us to the acquisition opportunity, but also provided the necessary financing and working capital to allow the Company to execute its business plan."