FinTech Acquisition Corp. II (NASDAQ: FNTE) and Intermex
Holdings II, Inc., the parent company of Intermex® Wire Transfer,
LLC, a technology enabled wire transfer and financial processing
solutions provider, today announced updates to the status of their
previously announced merger transaction and the related investor
presentation.
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Transaction Updates
FNTE announced today that it has filed a preliminary proxy
statement/prospectus with the Securities and Exchange Commission
(“SEC”) for a special meeting of shareholders to consider FNTE’s
pending acquisition of Intermex. As announced on December 19, 2017,
FNTE has entered into a definitive merger agreement with Intermex,
a portfolio company of Stella Point Capital, LP (“Stella Point
Capital”), to acquire Intermex for total consideration of
approximately $260 million plus the assumption of existing
indebtedness. The merged company will be renamed International
Money Express, Inc. and is expected to continue to be listed on the
Nasdaq Stock Market.
The preliminary proxy statement/prospectus is subject to SEC
review. The date of the special meeting of shareholders and the
record date for the meeting will be specified in a definitive proxy
statement/prospectus to be mailed to shareholders following such
review.
Business Updates
FNTE and Intermex also announced that FNTE has filed with the
SEC a Current Report on Form 8-K with an updated investor
presentation relating to the pending merger. The updated
presentation includes information about Intermex’s 2017 fourth
quarter and fiscal year financial performance and updated fiscal
year 2018 and 2019 projections. Highlights of the presentation
include:
- 30% annual growth in remittance
transactions, producing 19 million remittances for an aggregate of
approximately $6.8 billion to 17 Latin American and Caribbean
corridor receiving countries in 2017;
- $215.5 million of revenues in 2017, an
increase of 30% from 2016;
- $33.4 million of Adjusted EBITDA in
2017, an increase of 23% from 2016 (see the investor presentation
for a reconciliation of Adjusted EBITDA, a non-GAAP measure, to net
(loss) income, the closest GAAP measure); and
- Continued market share growth in key
remittance corridors in 2017, processing 15.4% of the aggregate
volume of remittances from the U.S. to Mexico, as reported by the
Central Bank of Mexico, and 19.6% of the aggregate volume of
remittances from the U.S. to Guatemala, as reported by the Central
Bank of Guatemala.
The complete investor presentation may be accessed at the SEC’s
website at http://www.sec.gov.
“We continue to deliver strong results that are a direct result
from our differentiated approach to the market and a focus on
execution.” said Bob Lisy, President, Chairman, and Chief Executive
Officer of Intermex. “Our sustained market share gains over the
last several years are a testament to our strategy. As we look
ahead we expect continued growth by expanding our market share in
our largest corridors through a focus on both stronghold and growth
states while also expanding our operations to more corridors.”
Betsy Z. Cohen, Chairman of the FNTE Board of Directors,
commented, “FinTech is delighted to partner with Bob Lisy and his
team at Intermex. Since 2009, Bob has developed the company’s
proprietary technology, which has resulted in both growth and
profitability. The continued expansion of online services, loyalty
cards and scalable proprietary processing capacity will foster
continued revenue growth and margin expansion. We are excited to
facilitate Intermex’s transition into a public company and look
forward to reducing its cost of capital, creating a currency for
acquisitions, and increasing visibility with customers and
agents.”
Adam Godfrey and Justin Wender, Managing Partners of Stella
Point Capital, commented, “Bob and his management team continue to
deliver on their growth commitments. The solid year in 2017 has
positioned the company to perform well in 2018 and the new capital
structure will only help to further support their opportunistic
growth strategy.”
About FinTech Acquisition Corp. II
FinTech Acquisition Corp. II is a blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination. In January 2017, FNTE consummated a $175 million
initial public offering (the “IPO”) of 17.5 million units, each
unit consisting of one share of common stock and one half of one
warrant, at a price of $10.00 per unit. Simultaneously, FNTE
consummated the sale of 420,000 units at a price of $10.00 per unit
in a private placement that generated gross proceeds of $4.2
million. FNTE’s securities are quoted on the NASDAQ Stock Market
under the ticker symbols FNTE, FNTEW and FNTEU.
About Intermex
At Intermex, the customer is at the center of everything we do.
Intermex uses a proprietary financial technology that allows
consumers to send money from the United States to 17 countries in
Latin America and the Caribbean, including Mexico and Guatemala.
Intermex offers wire transfer, telewire, money order, and other
money processing services to its customers through its network of
75,000 sending and paying agents located in all 50 states, the
District of Columbia and Puerto Rico, and throughout Latin America.
Remittance services are also available digitally through
intermexonline.com. Intermex was founded in 1994 and is
headquartered in Miami, Florida with subsidiary offices in Puebla,
Mexico, and Guatemala City, Guatemala.
About Stella Point Capital
Stella Point Capital is a New York-based private equity firm
focused on industrial, consumer, and business services investments.
Founded in 2014 by Managing Partners Justin Wender and Adam
Godfrey, the firm actively seeks investment opportunities
throughout North America, working closely with management teams to
identify strong market positions and achieve transformational
growth. Stella Point’s investment team has over 75 years of
combined investing and operating experience, encompassing more than
35 investments, at their prior leading global private equity firms.
Stella Point provides unparalleled senior level attention and
expertise, seeking to cultivate strong relationships with portfolio
companies to generate superior investment returns and significant
long-term value. Please visit www.stellapoint.com for additional
information.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”,
“may”, “plan”, “outlook”, “future” and “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These statements,
which involve risks and uncertainties, relate to analyses and other
information that are based on forecasts of future results and
estimates of amounts not yet determinable and may also relate to
our future prospects, developments and business strategies. In
particular, such forward-looking statements include statements
concerning the timing of the merger; the business plans,
objectives, expectations and intentions of the public company once
the transaction is complete, and Intermex’s estimated and future
results of operations, business strategies, competitive position,
industry environment and potential growth opportunities. These
statements are based on FNTE’s or Intermex’s management’s current
expectations and beliefs, as well as a number of assumptions
concerning future events.
Such forward-looking statements are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside FNTE’s or Intermex’s control that could cause
actual results to differ materially from the results discussed in
the forward-looking statements. These risks, uncertainties,
assumptions and other important factors include, but are not
limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (2) the inability to complete the transactions
contemplated by the merger agreement due to the failure to obtain
approval of the stockholders of FNTE or other conditions to closing
in the merger agreement; (3) the ability of the public entity to
meet NASDAQ’s listing standards following the merger; (4) the risk
that the proposed transaction disrupts current plans and operations
of Intermex as a result of the announcement and consummation of the
merger transactions; (5) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with suppliers and retain its management and key
employees; (6) costs related to the proposed business combination;
(7) changes in applicable laws or regulations; and (8) the
possibility that Intermex may be adversely affected by other
economic, business, regulatory and/or competitive factors.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in FNTE’s most recent annual report on Form
10-K and subsequently filed quarterly reports on Form 10-Q and
current reports on Form 8-K, which are available, free of charge,
at the SEC’s website at www.sec.gov., and will also be provided in
the registration statement on Form S-4 and FNTE’s proxy
statement/prospectus when available. New risks and uncertainties
arise from time to time, and it is impossible for us to predict
these events or how they may affect us. You are cautioned not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made, and FNTE and Intermex undertake no
obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or
otherwise.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, FNTE has filed with the
SEC a preliminary proxy statement/prospectus (which is included in
a registration statement on Form S-4 ). When completed, FNTE will
mail a definitive proxy statement/prospectus to its stockholders in
connection with FNTE’s solicitation of proxies for the special
meeting of FNTE stockholders to be held to approve the merger and
related transactions. This press release does not contain all the
information that should be considered concerning the merger. It is
not intended to provide the basis for any investment decision or
any other decision with respect to the proposed merger. FNTE
stockholders and other interested persons are advised to read, when
available, FNTE’s preliminary proxy statement/prospectus, the
amendments thereto, and definitive proxy statement/prospectus, as
these materials will contain important information about Intermex,
FNTE and the proposed merger. The definitive proxy
statement/prospectus will be mailed to stockholders of FNTE as of a
record date to be established for voting on the merger and related
transactions. Stockholders will also be able to obtain copies of
the proxy statement/prospectus and other documents filed with the
SEC that will be incorporated by reference in the proxy
statement/prospectus, without charge, once available, at the SEC’s
Internet site at http://www.sec.gov, or by directing a request to:
FinTech Acquisition Corp. II, 2929 Arch Street, Suite 1703,
Philadelphia, Pennsylvania, 19104, attention: James J. McEntee,
III, telephone 212.735.1498.
Participants in the Solicitation
FinTech Acquisition Corp. II and its directors and officers may
be deemed participants in the solicitation of proxies to FNTE’s
stockholders with respect to the transaction. Information regarding
FNTE’s directors and officers is available in FNTE’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2017, which has
been filed with the SEC. Additional information will also be
contained in FNTE’s definitive proxy statement/prospectus relating
to the proposed merger when available.
Disclaimer
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there by
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20180327005480/en/
For FinTech Acquisition Corp. IIBradley Pitts, SVP Marketing and
Communicationsbpitts@intermexusa.com305-671-8059
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