VeriFone to acquire Lipman

Source: VeriFone

VeriFone Holdings, Inc. (NYSE: PAY) and Lipman Electronic Engineering Ltd.(NASDAQ: LPMA; TASE: LPMA) today announced that they have entered into a definitive agreement for VeriFone to acquire Lipman, the Rosh Haayin, Israel-based provider of electronic payment systems.

Following the acquisition, VeriFone will become the largest global provider of electronic payment solutions and services, capitalizing on accelerating growth in the emerging markets and demand for IP-based and wireless payment systems.

Lipman shareholders will receive for each Lipman share 0.5 shares of VeriFone common stock and $14.304 in cash, adjusted for a special dividend. The amount of the special dividend has not been finally determined but will likely exceed $23 million. Alternatively, Lipman shareholders may elect to receive either $29.07 in cash, or 0.9844 shares of VeriFone stock for each Lipman share, each adjusted for the special dividend. The cash and stock elections are subject to proration such that VeriFone will issue in the aggregate approximately 13.3 million shares of VeriFone stock and pay approximately $382 million in cash, adjusted for the special dividend. The acquisition is valued at $793 million based on VeriFone's share price at the close of trading on April 7th, 2006. VeriFone expects the transaction to be accretive to street consensus estimates for fiscal 2007 net income, as adjusted. Closing is expected to occur by the end of VeriFone's current fiscal year (October 31, 2006). Following completion of the acquisition, VeriFone will continue to trade on the New York Stock Exchange and will be dual listed on the Tel Aviv Stock Exchange.

VeriFone Chairman and CEO Douglas G. Bergeron said, "The acquisition provides exciting opportunities for VeriFone. The two companies are the fastest growing and most profitable providers of point of sale electronic payment technologies. Geographically, the businesses are complementary, and will be the leader in North America and the emerging markets, and number one or number two in most other key markets world-wide. Through this acquisition we will extend our technology leadership, particularly in the rapidly growing wireless and IP segments. Most importantly, we will be able to bring new technologies to market more quickly, offer a broader set of solutions and increased level of service and support to our customers worldwide."

"Since its founding in 1974, Lipman has established a track record of innovation and leadership in wireless payment technology, which is crucial to emerging markets that lack wired telephone infrastructure and to capture mobile payments throughout the world. The ability to leverage VeriFone's worldwide sales and marketing channels will increase the rate at which we can penetrate the emerging markets that have tremendous growth potential," said Lipman President and CEO Isaac Angel.

In its fiscal year ended October 31, 2005, VeriFone's net revenues were $485.4 million, an increase of 24% over the comparable period of 2004 with domestic and international growth well exceeding industry growth rates, indicating continued market share gain; net income, as adjusted, for the year was $49.7 million. Lipman's revenues in the fiscal year ended December 31,2005 were $235.4 million, an increase of 30.4% over the comparable period of 2004 and net income for the year was US GAAP $20.0 million. The acquisition is subject to approval by shareholders of both companies and customary regulatory approvals.

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