Global Cash Access, Inc. to Acquire Cash Systems, Inc.
16 6월 2008 - 8:00PM
Business Wire
Global Cash Access, Inc. (GCA) (NYSE: GCA) and Cash Systems, Inc.
(Cash Systems) (NASDAQ: CKNN) today jointly announced the execution
of a definitive agreement whereby GCA will acquire Cash Systems for
$0.50 per share (the �Transaction�). The Transaction has been
approved by the boards of directors of both companies. At the
closing of the Transaction, all of Cash Systems� issued and
outstanding shares of common stock will be converted into the right
to receive cash in the amount of $0.50 per share and all of Cash
Systems� outstanding convertible promissory notes and warrants will
be redeemed for the sum of $21 million plus accrued but unpaid
interest. The aggregate amount paid to Cash Systems� stockholders,
note holders and warrant holders, together with Cash Systems�
transaction expenses, is expected to be approximately $33 million.
GCA will gain approximately 120 new customers as a result of the
acquisition. The closing is presently anticipated to occur at the
end of July 2008, subject to the required approval of Cash Systems�
stockholders and customary and other closing conditions. GCA
expects the Transaction to have no material effect on GCA�s 2008
operating income and to be modestly accretive in 2009. GCA
President and Chief Executive Officer Scott H. Betts said, �We are
excited about the opportunities the acquisition of Cash Systems
provides for the continuation of our strategy of having the scale
required to compete effectively in the highly competitive
electronic payments market. We believe this acquisition provides us
with unique synergies within the gaming market and continues GCA�s
product innovation efforts, while providing the growth and
cross-selling potential that our stockholders expect.� Cash Systems
Chairman and Chief Executive Officer Michael Rumbolz said, �I
believe that this acquisition is a great opportunity for Cash
Systems and its customers. GCA will lend scale and resources to
continue to drive innovative products in the market.� Goldman,
Sachs & Co. acted as financial advisor to GCA and�Morrison
& Foerster LLP acted as legal advisor to GCA. Deutsche Bank
Securities Inc. and Alpine Advisors LLC acted as financial advisors
to Cash Systems and Manatt, Phelps & Phillips LLP acted as
legal advisor to Cash Systems. Additional Information and Where to
Find It In connection with the proposed transaction, a proxy
statement of Cash Systems, Inc. and other materials will be filed
with SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE
OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT CASH SYSTEMS, INC. AND THE
PROPOSED TRANSACTION. Investors will be able to obtain free copies
of the proxy statement (when available) as well as other filed
documents containing information about Cash Systems, Inc. at
http://www.sec.gov, the SEC's free internet site. Free copies of
Cash Systems, Inc.�s SEC filings are also available at
http://www.cashsystemsinc.com. Participants in the Solicitation
Cash Systems, Inc. and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from stockholders with respect to the proposed transaction.
Information regarding the officers and directors of Cash System is
included in its Form 10-K/A filed with SEC on April 29, 2008. More
detailed information regarding the identity of potential
participants, and their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with SEC in connection
with the proposed transaction. About Global Cash Access Global Cash
Access, Inc., a wholly owned subsidiary of Global Cash Access
Holdings, Inc. (NYSE: GCA), is the leading provider of cash access
and related services to the global gaming industry. Based in Las
Vegas, GCA serves approximately 1,100 casinos and other clients in
the U.S., Canada, Europe, the Caribbean and Asia. GCA provides
proprietary technology that helps responsible patrons access cash
via ATM, debit card, check cashing and credit card cash advance
transactions for their casino entertainment. GCA also provides
services that enhance casino marketing initiatives and credit
decision-making through its wholly owned subsidiary Central Credit
LLC, a credit decision-making tool that uses proprietary credit
bureau databases. GCA is recognized with numerous gaming industry
awards for developing technologies and services that enhance casino
profitability and customer loyalty. For more information, please
visit www.globalcashaccess.com. About Cash Systems Cash Systems,
Inc., located in Las Vegas, with an additional office in
Minneapolis, is a provider of cash-access and related services to
the retail and gaming industries. Cash Systems' products include
its proprietary cash advance systems, ATMs and check cashing
solutions. Please visit www.cashsystemsinc.com for more
information. Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
�safe harbor� provisions of the Private Securities Litigation
Reform Act of 1995. All statements included in this press release,
other than statements that are purely historical, are
forward-looking statements. Forward-looking statements in this
press release include, without limitation, GCA�s intention to
consummate the acquisition of Cash Systems; the impact such
acquisition may have on GCA�s business, on GCA�s ability to compete
in the electronic payments marketplace, or on growth and
cross-selling potential; and GCA�s intention to develop products
and technology. These forward-looking statements are not guarantees
of future performance and are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from the results implied or contemplated by the forward-looking
statements, including but not limited to the failure of Cash
Systems to obtain required stockholder approval of the acquisition;
failure to satisfy all conditions precedent to consummating the
acquisition; difficulty integrating Cash Systems� operations into
GCA�s and the overestimation of potential synergies from the
acquisition; the loss of Cash Systems� customers as a result of the
acquisition; the assumption of unanticipated liabilities; and
inaccuracies in assumptions as to gaming patron habits, the
unwillingness or inability of either patrons or gaming
establishment personnel to use new products and services and bear
the economic costs of doing so, and regulatory impediments to the
deployment of new products or technology. The forward-looking
statements in this press release are subject to additional risks
and uncertainties set forth under the heading "Risk Factors" in
GCA�s filings with the Securities and Exchange Commission,
including, without limitation, its Quarterly Report on Form 10-Q
filed on May 14, 2008, and are based on information available to
GCA on the date hereof. Neither GCA nor Cash Systems intends, and
neither GCA nor Cash Systems assumes any obligation, to update any
forward-looking statements. Readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of the date of this press release.
Cash Systems (MM) (NASDAQ:CKNN)
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