Planet Payment, Inc. (LSE:PPT.L) (LSE:PPTR.L) (OTCQX:PLPM.PK), a leading provider of international payment processing and multi-currency processing services, today announces that the Company has completed the purchase of Branded Payment Solutions Ltd, an Irish payments company based in Dublin ("BPS").
The acquisition of BPS expands the scope of Planet Payment's global technology solutions. Planet Payment currently interfaces to the merchant's point of sale through its proprietary, currency-neutral, payment processing technology platform, but does not provide applications on the point of sale. With the acquisition of BPS and following integration, Planet Payment will be able to implement new and innovative solutions that can sit alongside and communicate with existing point of sale applications. Rory Meehan, Chief Executive Officer of BPS, has joined Planet Payment.
Under the terms of the acquisition agreement, Planet Payment paid approximately EURO3.1 million (approximately $4.0 million) as follows: cash of approximately EURO1.4 million (approximately $1.8 million) and 488,337 shares ("consideration shares") of Common Stock of $0.01 par value each of Planet Payment, Inc. ("Common Shares") issued to the BPS shareholders. The number of consideration shares to be issued to BPS stockholders was determined based on a price of approximately $4.50 per share, pursuant to the terms negotiated between the parties in the acquisition agreement.
BPS was originally established in 2008 to create a back-end transaction processing and management platform, based on software acquired from Payzone where Rory Meehan was the CIO. BPS has enhanced the technology to provide for the delivery of value-added services and content (such as mobile top-up, bill-pay, vouchers, and support of open and closed loop card programs) capable of being distributed via a wide array of POS devices, kiosks, terminals and mobile devices. In addition, BPS operates a prepaid debit card program in Europe targeted at shopping malls and other private label initiatives. BPS has a patent pending for a mobile NFC payment solution, which does not require additional hardware to be installed at the point of sale. BPS reported a net profit of approximately EURO0.4 million for 2011, calculated in accordance with Irish GAAP.
In accordance with the acquisition agreement, the consideration shares will be subject to a lock-up agreement, whereby the former BPS shareholders have agreed not to sell the consideration shares for a period of up to eleven months and certain of the shares are subject to forfeiture in the event of certain breaches of warranty, indemnity claims or failure to meet milestones over the next twelve months.
Contemporaneously with the acquisition, Planet Payment has established Planet Labs Ltd, based in Dublin, from which the Company plans to develop new services and solutions, to be offered through existing and new channels to market.
Commenting on the transaction, Philip Beck, Chairman and CEO of Planet Payment said,
"We are pleased to announce the acquisition of Branded Payments Solutions and the establishment of our development facility in Dublin. We are excited by the opportunity that the acquired business, enabling technology and seasoned development team offers, to create new and innovative global solutions. Notable amongst these would be support for EMV 'chip and pin' technologies within an integrated point of sale, as well as support for the emerging mobile footprint.
"As part of the acquisition, we are pleased to welcome Rory Meehan to the team, whose knowledge and experience will make a valuable contribution to Planet Payment's planned expansion into new market segments and transaction types as we adapt to the changing needs of our commercial partners."
The Company has applied for 488,337 new Common Shares to be admitted to trading on AIM. These new Common Shares, which will rank pari passu in all respects with the existing Common Shares of the Company, are to be admitted to the Reg. S line trading under PPTR. In accordance with US GAAP, for the purposes of its financial statements, the consideration will be valued by the Company based on the aggregate of the cash paid and the closing price of PPTR shares on AIM on May 23, 2012. It is expected that dealings in these new Common Shares will commence on May 25, 2012. Following the admission of the above shares, the Company will have a total of 52,287,733 issued and outstanding Common Shares of which 1,987,424 Common Shares will be trading on AIM under the ticker PPTR, the Reg. S line, and 50,300,309 Common Shares will be trading on AIM under the ticker PPT.