USA Technologies, Inc. (NASDAQ:USAT), a premier payment technology service provider of integrated cashless and mobile transactions in the self-serve retail markets, today announced that it has signed a definitive agreement to acquire Cantaloupe Systems, Inc. ("Cantaloupe"), a premier provider of cloud and mobile solutions for vending, micro markets, and office coffee service, in a transaction valued at approximately $85 million.
The acquisition is expected to bring together complementary portfolios and what both companies believe to be the industry's top solutions for the purpose of providing a unified platform, unparalleled service and unrivaled value to customers in the unattended retail market.
"Cantaloupe Systems is a strategic acquisition for our business as it will expand our product offering as well as our reach," said Stephen P. Herbert, chairman and chief executive officer, USA Technologies. "Combining the two best-of-breed companies will provide an exciting opportunity for our customers, shareholders, partners and employees. We believe the strength of the teams, as well as the collective product and service portfolio, will provide our customers with a true enterprise software platform that's unrivaled in the markets we serve. The team at Cantaloupe built an unequaled product and service portfolio. USAT is honored to have an opportunity to help catapult that great work into new and emerging markets as well as add value to our combined customer base. We expect the combined entity will offer both teams an opportunity to provide a world class solution to the market that is second to none."
Pursuant to the agreement, USAT will pay $65 million cash and issue approximately $20 million in stock for the acquisition. The company will also assume up to $1.8 million of Cantaloupe's notes payable. After one-time acquisition and integration related expenses, the company anticipates this transaction to be accretive in fiscal 2018. The transaction is subject to usual and customary closing conditions, and is expected to close later this week. William Blair & Company acted as the exclusive financial advisor, and Lurio & Associates P.C., Ballard Spahr LLP, and RatnerPrestia acted as legal advisors to USA Technologies.
With Cantaloupe's existing customer-base in the United States, Canada, Australia, and South America, the union would expand USAT's footprint into new global markets. The Cantaloupe product line has natural synergies with USAT's market-leading ePort® Connect Platform. Its Seed Cloud™ offering is comprised of: Seed Pro, Seed Office, Seed Cashless, Seed Delivery, and Seed Markets. These solutions provide cloud and mobile solutions for dynamic route scheduling, automated pre-kitting, responsive merchandising, inventory management, warehouse and accounting management, as well as cashless vending. The collective technologies would offer a new value proposition - a true end-to-end enterprise platform for the unattended retail market. We expect it to pave the way for decreased operational costs, increased sales, and the ability for customers to run their business in a more efficient and competitive way, all of which are true to USAT's commitment to providing its customers and partners with the best value and service.
"We anticipate that the combination of Cantaloupe's award winning, proven Logistics and cloud technology; coupled with USATechnologies' market-leading, robust and secure payment capabilities will bring a truly distinctive, turn-key enterprise solution to our market," said Mandeep Arora, co-founder and chief executive officer, Cantaloupe Systems. "Together, we will ensure the industry continues to modernize. In addition, USA Technologies' financial strength and industry footprint of approximately 13,000 customers will enable us to drive mainstream adoption of our technology and execute on our product vision."
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