Digital River to acquire LML Payment Systems

Source: Digital River

Digital River, Inc. (NASDAQ: DRIV), the revenue growth experts in global cloud commerce, and LML Payment Systems Inc. (NASDAQ: LMLP), a leading provider of electronic payment processing, risk management and authentication services, announced the signing of a definitive agreement whereby Digital River will acquire LML Payment Systems Inc. in an all cash transaction valued at U.S. $3.45 per share, or an aggregate purchase price of approximately U.S. $102.8 million.

The acquisition joins two complementary card-not-present payments businesses, positioning Digital River to further capitalize on its global success in online payment processing. Digital River has traditionally focused on online payment processing for enterprise and mid-sized merchants. LML Payment Systems processes online payments for more than 14,000 small to mid-sized merchants. The combination will enable Digital River to broaden its online payment services to businesses of all sizes. Collectively, the companies will handle more than $20 billion in online transactions for tens of thousands of companies across a broad range of industries, including software, consumer electronics, government, utilities, event registration and mobile payments.

Digital River intends to leverage LML Payment Systems' proven ecosystem of banking, merchant, reseller and developer relationships to not only expand its Digital River World Payments solution, but also extend LML Payment Systems' white-label channel solution and mobile payments solution. At the same time, LML Payment Systems intends to access Digital River's broad portfolio of global payment methods to offer its clients a wider selection of international payment options and more opportunities to expand their online businesses worldwide.

"This investment reflects our ongoing commitment to expanding our Digital River World Payments solution and continuing to diversify our global commerce business across multiple vertical markets," said Joel Ronning, Digital River's CEO. "Each company has a strong reputation in the online payments market, robust platform and deep expertise in card-not-present processing. Our joint technologies and expert resources will create even more value for our combined client bases - helping them reduce time to market and providing access to new payments technologies and geographies."

Under the terms of the agreement, LML Payment Systems shareholders will receive U.S. $3.45 per share in cash consideration (the "Consideration") and all options and warrants will be acquired for cash consideration equal to the Consideration less the exercise price of such option or warrant. The acquisition has been approved by the boards of directors of both companies and is to be completed through a plan of arrangement under the Business Corporations Act (British Columbia). The closing of the transaction is subject to approval of two-thirds of the LML shareholder votes cast. The transaction is subject to satisfaction of other customary terms and conditions and is expected to close during the fourth quarter in 2012 or the first quarter in 2013. The acquisition is expected to be accretive to Digital River's earnings in its 2013 fiscal year.

"LML Payment Systems has built a highly-regarded payments business over the last 12 years and we believe the transaction with Digital River is in the best interests of our clients, shareholders and employees. In addition, it will deliver increased value to our channel partners and merchants as we enhance both companies' product roadmaps," said Craig Thomson, president of LML Payment Systems. "Digital River has earned a reputation as a global e-commerce leader, providing online payment services and helping companies grow their online businesses in international markets for more than 15 years. They share our commitment to the online payments market and to backing our clients with innovative new products as well as proven solutions for entering emerging geographies."

For this transaction, RBC Capital Markets served as financial advisor to Digital River, and William Blair & Company, L.L.C. served as financial advisor to LML Payment Systems.

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