NetSpend Holdings, Inc. Announces New Special Meeting Date
20 Mayo 2013 - 10:48PM
Business Wire
NetSpend Holdings, Inc. (NASDAQ: NTSP) (“NetSpend” or the
“Company”), a leading provider of general-purpose reloadable
prepaid debit cards (“GPR”) and related financial services to
underbanked consumers in the United States, today announced that it
has postponed until Friday, May 31, 2013 its special meeting of
stockholders to be held in connection with the Company’s proposed
merger with Total System Services, Inc., a Georgia corporation
(“TSYS”).
As previously disclosed, on February 19, 2013 the Company
entered into an Agreement and Plan of Merger, by and among the
Company, TSYS and General Merger Sub, Inc., a Delaware corporation
and a wholly-owned subsidiary of TSYS (the “Merger Agreement”). On
April 23, 2013, the Company filed with the Securities and Exchange
Commission a definitive proxy statement with respect to the special
meeting of NetSpend shareholders to vote on the proposed
transaction. On May 20, 2013, the Company amended its proxy
disclosure as described in the Form 8-K issued on that date. The
Company postponed its special meeting of stockholders in order to
provide its stockholders with additional time to consider this
information.
The special meeting of NetSpend stockholders, originally
scheduled for May 22, 2013, is now scheduled to take place on May
31, 2013, starting at 10:00 a.m., Central Time, at the offices of
Baker Botts, L.L.P., 98 San Jacinto Blvd., Suite 1500, Austin,
Texas 78701. The record date for the special meeting is still April
3, 2013. Any proxies or votes already submitted by stockholders in
connection with the special meeting will remain valid and be
unaffected by the delay in holding the special meeting. There is no
need for any stockholder to vote again. As of the close of business
on May 20, 2013, the Company has received a number of proxies
representing shares that if voted at the special meeting would be
sufficient to approve the proposal to adopt the Merger Agreement.
Stockholders may change their vote or revoke any proxy previously
submitted at any time before the special meeting by following the
instructions set forth in the definitive proxy statement filed by
the Company with the SEC on April 23, 2013.
The change in the date of the special meeting will not affect
the timing of the closing of the transaction. The Company expects
to close the merger as soon as practicable following receipt of
shareholder approval and satisfaction of all other conditions to
closing, including required regulatory approvals. The transaction
is expected to close in mid-2013.
About NetSpend
NetSpend is a leading provider of GPR prepaid debit cards and
related financial services to the estimated 68 million underbanked
consumers in the United States who do not have a traditional bank
account or who rely on alternative financial services. The
Company's mission is to develop products and services that empower
underbanked consumers with the convenience, security and freedom to
be self-banked. Headquartered in Austin, TX, NetSpend is traded on
the NASDAQ stock exchange under the symbol NTSP. Please visit
http://www.netspend.com for more information.
FORWARD-LOOKING STATEMENTS
This press release contains statements about the expected
timing, completion and effects of the proposed merger and all other
statements in this document, other than historical facts,
constitute “forward-looking statements” within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934 as
amended by the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements
are qualified in their entirety by reference to the following
cautionary statements. All forward-looking statements speak only as
of the date hereof and are based on current expectations and
involve a number of assumptions, risks and uncertainties that could
cause the actual results to differ materially from such
forward-looking statements. The Company may not be able to complete
the proposed merger on the terms described above or other
acceptable terms or at all because of a number of factors,
including the failure to obtain stockholder approval or the failure
to satisfy the closing conditions. Factors that may affect the
business or financial results of the Company are described in the
risk factors included in the Company’s filings with the Securities
and Exchange Commission, including the Company’s 2012 Annual Report
on Form 10-K, the Company’s 2012 Annual Report on Form 10-K/A and
later filed quarterly reports on Form 10-Q and Current Reports on
Form 8-K, which factors are incorporated herein by reference. The
Company expressly disclaims a duty to provide updates to
forward-looking statements, whether as a result of new information,
future events or other occurrences.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
This communication may be deemed to be solicitation material in
respect of the proposed merger. In connection with the proposed
merger, the Company filed a definitive Proxy Statement with the SEC
on April 23, 2013. INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders may obtain free copies of the proxy
statement and other documents filed by the Company (when available)
free of charge at the SEC’s Web site at www.sec.gov or in the
Investor Relations section of the Company’s Web site at
www.netspend.com. The proxy statement and such other documents may
also be obtained for free from the Company by directing such
request to NetSpend Holdings, Inc., Attn: Secretary, Telephone
(512) 532-8200.
PARTICIPANTS IN SOLICITATION
The Company and certain of its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders in connection with the proposed merger. Information
concerning the interests of the directors and executive officers of
the Company is set forth in the Company’s Annual Report on Form
10-K/A, which was filed with the SEC on April 19, 2013. Additional
information regarding the interests of these individuals and other
persons who may be deemed to be participants in the solicitation
has been included in the definitive proxy statement relating to the
transaction as filed with the SEC on April 23, 2013.
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