AUSTIN, Texas -- (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 on May 21, 2013 the Court of
Chancery of the State of Delaware (“Court”) issued a memorandum opinion
in Koehler v. NetSpend Holdings, Inc. et al. denying the
plaintiff’s motion for a preliminary injunction, which sought to enjoin
a shareholder vote on the Company’s proposed merger with Total System
Services, Inc., a Georgia corporation, while finding that a reasonable
likelihood exists that the sales process undertaken by the NetSpend
Board of Directors was not designed to produce the best price for the
stockholders. NetSpend believes that its Board of Directors acted
appropriately and pursued a process intended to achieve the best price
for the Company and intends to continue to vigorously defend itself in
the litigation.
The Court’s ruling will not affect the timing of the Company’s special
meeting of stockholders, which will be held as scheduled on May 31, 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.

Contacts:
NetSpend Corporation
Krista Shepard, 512-531-8732
kshepard@netspend.com
Source: NetSpend Holdings
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