VeriFone Systems, Inc. (NYSE:PAY) and Hypercom Corporation
(NYSE:HYC) today commented on the civil antitrust lawsuit filed
today by the United States Department of Justice (“DOJ”) against
VeriFone and Hypercom:
On November 17, 2010, VeriFone and Hypercom announced that they
had entered into a merger agreement. In an effort to resolve
potential antitrust issues with the merger, Hypercom announced on
April 4, 2011, that it had entered into an agreement to sell its
U.S. point-of-sale terminal business to Ingenico S.A.
According to the DOJ’s press release, “the planned sale of
Hypercom’s U.S. POS terminal business to Ingenico does not resolve
the antitrust concerns raised by the VeriFone/Hypercom transaction
because the assets are to be sold to another significant competitor
in the market in a manner that does not create a new, independent,
long-term competitor.”
VeriFone and Hypercom intend to work with the DOJ to better
understand its concerns and assess various options for the planned
divestiture of Hypercom’s U.S. business, including the possibility
of a divestiture to an alternative buyer. The companies continue to
believe in the compelling benefits that the merger will provide to
customers, employees and stockholders. Assuming a successful
resolution of this and other closing conditions, the companies
believe that the merger can be completed in the second half of
2011.
Sullivan & Cromwell LLP is acting as legal counsel for
VeriFone and DLA Piper US LLP is acting as legal counsel for
Hypercom.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995 for VeriFone Systems, Inc.
This press release includes certain forward-looking statements
related to VeriFone Systems, Inc. within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
based on management’s current expectations or beliefs and are
subject to uncertainty and changes in circumstances. Actual results
may vary materially from those expressed or implied by the
forward-looking statements herein due to changes in economic,
business, competitive, technological and/or regulatory factors, and
other risks and uncertainties affecting the operation of the
business of VeriFone Systems, Inc. and Hypercom Corporation. These
risks and uncertainties include whether the proposed transaction
described in this press release can be completed in a timely manner
or at all, and whether the anticipated benefits of the proposed
transaction can be achieved. For a further list and description of
risks and uncertainties, see our periodic filings with the
Securities and Exchange Commission. VeriFone is under no obligation
to, and expressly disclaim any obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995 for Hypercom Corporation
This press release contains forward-looking statements of
Hypercom within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. In passing the Private Securities Litigation
Reform Act of 1995, as amended (the “Reform Act”), Congress
encouraged public companies to make “forward-looking statements” by
creating a safe harbor to protect companies from securities law
liability in connection with such forward-looking statements. We
intend to qualify both our written and oral forward-looking
statements for protection under the Reform Act and any other
similar safe harbor provisions.
“Forward-looking statements” include expressed expectations of
future events and the assumptions on which the expressed
expectations are based. The words “believe,” “expect,”
“anticipate,” “intend,” “forecast,” “estimate,” “project,” “will”
and similar expressions identify forward-looking statements. Such
statements may include, but are not limited to, the severity and
duration of the current economic and financial conditions; the
state of the electronic payments industry and competition within
the industry; projections regarding specific demand for our
products and services; the level of demand and performance of the
major industries we serve, including but not limited to the banking
sector; the commercial feasibility and acceptance of new products,
services and market development initiatives; our ability to
successfully penetrate the vertical and geographic markets that we
have targeted; our ability to improve our cost structure, including
reducing our product and operating costs; our ability to develop
more recurring revenue streams; our ability to successfully manage
our contract manufacturers and our joint development manufacturing
model, including the impact on inventories; our ability to allocate
research and development resources to new product and service
offerings; our ability to increase market share and our competitive
strength; our future financial performance and financial condition;
the adequacy of our current facilities and management systems
infrastructure to meet our operational needs; the status of our
relationship with and condition of third parties upon whom we rely
in the conduct of our business; the sufficiency of reserves for
assets and obligations exposed to revaluation; our ability to
successfully expand our business and increase revenue; our ability
to manage expenses, maintain or grow our revenue, and other risks
associated with our company being merged with and into VeriFone
Systems, Inc. as contemplated by a definitive merger agreement
between the two companies and our pending sale of U.S. assets to
Ingenico S.A. as contemplated by a definitive purchase agreement;
our ability to integrate and obtain expected results and benefits
from future acquisitions; our ability to effectively manage our
exposure to foreign currency exchange rate fluctuations; our
ability to sustain our current income tax structure; the impact of
current and future litigation matters on our business; our ability
to fund our projected liquidity needs and pay down outstanding debt
obligations from cash flow from operations and our current cash
reserves; our ability to remain compliant with and provide
transaction security as required by relevant industry standards and
government regulations; and future access to capital on terms that
are acceptable, as well as assumptions related to the foregoing.
All forward-looking statements are inherently uncertain as they are
based on various expectations and assumptions concerning future
events and are subject to numerous unquantifiable risks and
uncertainties, some of which are unknown, that could cause actual
events or results to differ materially from those projected. Due to
such risks and uncertainties, you should not place undue reliance
on our written or oral forward-looking statements. We are under no
obligation, nor do we intend, to update or revise such
forward-looking statements to reflect future developments, changed
assumptions, the occurrence of unanticipated events, or changes to
future operating results over time.
For additional information regarding risks that may cause our
actual results to differ materially from any forward-looking
statements, see the “Risk Factors” section of our Annual Report on
Form 10-K, as amended, for the year ended December 31, 2010, as
well as our subsequent reports on Form 8-K, as may be amended from
time to time, which identify events and important risk factors that
could cause actual results to differ materially from those
contained in our forward-looking statements. Except as required by
law, Hypercom disclaims any obligation to update any such
forward-looking statements or to publicly announce the results of
any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.
About VeriFone Systems, Inc. (www.verifone.com)
VeriFone Systems, Inc. ("VeriFone") (NYSE:PAY) is the global
leader in secure electronic payment solutions. VeriFone provides
expertise, solutions and services that add value to the point of
sale with merchant-operated, consumer- facing and self-service
payment systems for the financial, retail, hospitality, petroleum,
government and healthcare vertical markets. VeriFone solutions are
designed to meet the needs of merchants, processors and acquirers
in developed and emerging economies worldwide.
About Hypercom (www.hypercom.com)
Global payment technology leader Hypercom Corporation delivers a
full suite of high security, end-to-end electronic payment
products, software solutions and services. The Company's solutions
address the high security electronic transaction needs of banks and
other financial institutions, processors, large scale retailers,
smaller merchants, quick service restaurants, and users in the
transportation, petroleum, healthcare, prepaid, self-service and
many other markets. Hypercom solutions enable businesses in more
than 100 countries to securely expand their revenues and profits.
Hypercom is a founding member of the Secure POS Vendor Alliance
(SPVA) and is the second largest provider of electronic payment
solutions and services in Western Europe and third largest provider
globally.
Hypercom is a registered trademark of Hypercom Corporation. All
other products or services mentioned in this document are
trademarks, service marks, registered trademarks or registered
service marks of their respective owners.
Hypercom (NYSE:HYC)
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