Leading Money Transfer Services Company Will Apply to List on
NASDAQ
Intermex Holdings II, Inc., the parent company of Intermex® Wire
Transfer, LLC, a technology enabled wire transfer and financial
processing solutions provider, and FinTech Acquisition Corp. II
(NASDAQ:FNTE) (“FinTech”), announced today that they have entered
into a definitive merger agreement with Intermex’s owner, Stella
Point Capital, LP (Stella Point Capital), whereby FNTE will acquire
Intermex and will be renamed Intermex Wire Transfer, Inc. The
merged company is expected to continue to be listed on the Nasdaq
Stock Market. Post transaction, Robert (Bob) Lisy, President,
Chairman and Chief Executive Officer and the rest of the existing
Intermex management team will continue to lead the company.
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Betsy Z. Cohen, Chairman of the Board of Directors of FinTech,
said, “We are delighted to partner with Bob Lisy, Chairman and CEO,
and his team at Intermex, a leading provider of money transfer
services to the Latin America corridor. Since 2013, Bob has driven
both growth and profitability, with transaction volume having
increased more than 2.5x, and EBITDA experiencing a compound annual
growth rate of almost 40%. Intermex is an omnichannel operation
whose proprietary technology assures the highest quality of
service. The continued expansion of online services, loyalty cards
and scalable proprietary processing capacity will drive continued
revenue growth and margin expansion. The transformation of this
private company will reduce its cost of capital, create a currency
for acquisitions, and increase visibility with customers and
agents.”
Bob Lisy, President, Chairman, and Chief Executive Officer of
Intermex commented, “We are excited to be partnering with FinTech
in a transaction that provides an efficient path for a successful
transformation to a public company. Intermex has developed a unique
and differentiated approach to the wire transfer services market
that has resulted in significant and sustained market share gains
and excess growth relative to industry peers. Our new capital
structure will support our opportunistic growth strategy and our
development of new products and technology, which will help scale
the business.”
“We want to congratulate Bob Lisy, Randy Nilsen and the rest of
the Intermex management team on the achievement of tremendous
growth in excess of the market as Intermex has expanded its money
remittance services beyond the Southeastern U.S. and into Western
and Northern U.S. geographies, including states where there is
significant demand for Latin American money transfers,” said Adam
Godfrey and Justin Wender, Managing Partners of Stella Point. “We
believe that Intermex’s evolution to a public company is a natural
next step that will provide significant additional flexibility to
capitalize on the numerous growth opportunities available to the
company in the years to come.”
The existing members of the Intermex Board of Directors will
become directors of the combined company. The Board of Directors
will be augmented by the addition of former Deloitte & Touche
LLP partner Mike Purcell, a financial expert as defined under the
applicable NASDAQ and SEC rules, and Kurt Holstein, President of
Azoic Ventures, Inc. Adam Godfrey, Stella Point Capital Managing
Partner, Justin Wender, Stella Point Capital Managing Partner,
Robert Jahn, Stella Point Capital Managing Director, Stephen Paul,
Laurel Crown Partners, LLC’s Managing Principal, and John Rincon,
who founded Intermex in 1994, will continue to serve on the Board
of Directors. Additionally, FNTE has the right to appoint one
independent board observer.
Intermex Highlights:
- Intermex operates with both an online
and retail presence which includes a sending agent network of more
than 5,000 origination points and 33 Company Owned stores
throughout the United States.
- Organic revenues and Adjusted EBITDA
compounded annual growth rates (CAGR) of 32% and 35%, respectively,
from 2015 to 2017P.
- Within its core markets of Mexico and
Guatemala, Intermex has consistently exceeded the market rate of
growth and continues to gain meaningful market share while
continuing to expand per transaction margins to Mexico.
- Systematic and efficient sales strategy
that prioritizes agent productivity has resulted in a 12% CAGR of
the average number of wires sent per agent between 2011 and 2017P,
an approximate 2 times lift in agent productivity in that same time
period.
- Industry leading customer loyalty
program drives more engaged and loyal customers when compared to
non-enrolled customers.
- Highly scalable and industry leading
technology platform results in repeat sender transactions being
completed in half the time of most competitors and a 99.95%
historical uptime.
- Highly complex and rigorous compliance
process with real-time Anti-money Laundering (AML) and Office of
Foreign Asset Control (OFAC) screening.
Additional information about Intermex’s operations can be found
at www.intermexonline.com. In addition, information about
Intermex’s operations and financial performance is contained in the
investor presentation (the “Investor Presentation”) furnished today
by FNTE via a Current Report on Form 8-K (the “Form 8-K”) with the
Securities and Exchange Commission (the “SEC”), which can be viewed
at the SEC website at www.sec.gov.
Summary of Merger
FNTE will acquire Intermex for aggregate
consideration of approximately $260 million comprised of
approximately $99 million in cash and approximately $161
million in FNTE common stock. FNTE will
also repay approximately $20 million in debt outstanding
under Intermex‘s existing credit facility in connection
with the merger.
The merger is expected to close in the second quarter of 2018,
pending Money Transfer License Approvals, FNTE stockholder approval
and other customary closing conditions. Additional information
about the merger can be found in the Form 8-K. Interested parties
should visit the SEC website at www.sec.gov.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the merger
agreement, a copy of which was filed by FNTE with the SEC as an
exhibit to the Form 8-K.
Advisors
Cantor Fitzgerald & Co, JMP Securities and Northland
Securities, Inc. are acting as Capital Markets Advisors to FTNE;
JMP Securities is also acting as Financial Advisor
to FNTE; and Ledgewood is acting as legal
counsel to FNTE. Fried, Frank, Harris, Shriver & Jacobson,
LLP is acting as legal counsel to Intermex in this transaction.
Brenner Kaprosy Mitchell, LLP is acting as legal counsel to
Intermex’s management in this transaction.
Conference Call Information
Senior management of FNTE and Intermex Holdings II, LLC will be
hosting an investor conference call to allow shareholders an
opportunity to hear from management.
Please call in at least 10 minutes prior to the call to
register.
Date: December 20, 2017 at 11:00am EST
Dial:
United States: (800) 288-8960International:
(612) 288-0340Confirmation Code: 439448
A replay of the call will be available after 12/20/2017 at
12:30PM ET by dialing:
United States: (800) 475-6701International:
(320) 365-3844Access Code: 439448
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 $4,200,000.
FNTE’s securities are quoted on the NASDAQ Stock Market under the
ticker symbols FNTE, FNTEW and FNTEU.
About Stella Point Capital
Stella Point Capital is a New York-based private equity firm
focused on industrial, consumer, and business services investments.
Founded 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
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.
Note Regarding Intermex Financial Information
Any financial information and data of Intermex contained in this
press release is preliminary in nature, is derived from Intermex’s
unaudited financial statements and data, is based solely on
information available as of the date of this press release and may
not conform to the requirements of Regulation S-X under the
Securities Act. Accordingly, you should not place undue reliance on
this information and data. Intermex is continuing to prepare its
financial statements for its fourth quarter and fiscal year ending
December 31, 2017, and any financial information and data described
above are only estimates. Intermex’s actual results for its fourth
quarter and fiscal year ending December 31, 2017 may vary from this
preliminary information and data, and are not necessarily
indicative of the results to be achieved in any future period.
Additionally, such information and data may be adjusted and
presented differently in FNTE’s definitive proxy
statement/prospectus to be mailed to security holders.
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
transactions described herein; (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 intends to file
with the SEC a preliminary proxy statement/prospectus (which will
be included in a registration statement on Form S-4 (the
“Registration Statement”)). 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, 2016, 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171219006271/en/
Intermex Holdings II, Inc.Bradley Pitts, 305-671-8059SVP
Marketing and Communicationsbpitts@intermexusa.com
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