Mr. Hamed Shahbazi reports
PAYPAL TO ACQUIRE TIO NETWORKS
PayPal Holdings Inc. and Tio Networks Corp. have signed a definitive agreement, under which
PayPal will acquire Tio for $3.35 ($2.56 (U.S.)) per share in cash or
an approximate $304-million ($233-million (U.S.)) equity value. The
purchase price represents a premium of 25.2 per cent to Tio's 90-trading-day
volume-weighted average price as of Feb. 13, 2017, and 22.6 per cent to the
20-trading-day volume-weighted average price as of Jan. 9, 2017, the
trading day immediately preceding the date Tio entered into exclusive
negotiations with PayPal.
Tio is a leading multichannel bill payment processor in North America
and processed more than $7-billion (U.S.) in consumer bill payments in
fiscal 2016. Tio serves 14 million consumer bill pay accounts* and
offers convenient solutions for expedited bill payment services to
financially underserved consumers. The company has more than 10,000
supported billers and numerous direct relationships with billers, which
enable Tio to quickly process telecom, wireless, cable and utility bill
payments for Tio's customers. Using Tio's approximately 900 operated
self-service kiosks, approximately 65,000 retail walk-in locations, and
mobile and web solutions, customers can conveniently pay their bills
while avoiding the service interruptions and financial penalties
associated with missed payment deadlines.
Dan Schulman, president and chief executive officer of PayPal, said: "By acquiring Tio and
integrating bill payment into our global payments platform, PayPal adds
another key service in our efforts to become a part of a consumer's
everyday financial life. Worldwide, more than two billion** people do not
have affordable access to basic financial services, making it difficult
and expensive for consumers to carry out basic financial tasks,
including bill payment. Tio's digital platform and physical network of
agent locations make paying bills simpler, faster and more affordable.
We are excited by the opportunity to extend this valuable service to our
existing customers and welcome new billers and customers to PayPal."
Hamed Shahbazi, chairman and chief executive officer of Tio, remarked: "We founded Tio to
make speed and access part of the bill payment experience for the
underserved, and we believe that we have created affordable products to
serve the needs of all customers. Our mission fits perfectly with
PayPal's vision to democratize money. As part of the PayPal team, we
believe we will accelerate our growth through expanded distribution and
continue increasing access to more billers and services."
Expected strategic benefits of the Tio acquisition:
-
Aligned with PayPal's vision: Tio supports PayPal's vision of
democratizing money by giving consumers more convenient and affordable
ways to pay their bills.
- Expands market opportunity: Tio accelerates PayPal's entry into
bill payments with 14 million consumer bill pay accounts*,
approximately 60 million transactions processed in Tio's fiscal 2016
and a processing network that includes more than 10,000 billers.
- Extends consumer value proposition: PayPal's intention is to
offer Tio's valuable service to PayPal's customers within its on-line
and mobile experiences.
Upon closing of the acquisition, Tio will operate as a service within
PayPal.
Financial highlights of acquisition
PayPal intends to finance the transaction with cash on its balance sheet.
There will be no change to PayPal's previously communicated fiscal 2017
guidance and three-year outlook based on the acquisition of Tio. For the
fiscal year ended July 31, 2016, Tio generated $74.7-million in
revenue ($57.1-million (U.S.)) and $10.6-million in adjusted EBITDA
(earnings before interest, tax,
depreciation and amortization, plus
stock-based compensation, non-recurring transaction and restructuring
expenses) ($8.1-million (U.S.)).
Transaction details
The acquisition is expected to close in the second half of 2017, and
will be completed by way of a plan of arrangement under the Business
Corporations Act (British Columbia).
The completion of the transaction will be subject to the approval of at
least two-thirds of the votes cast at a special meeting of Tio
shareholders and optionholders present in person or represented by proxy
at the meeting, by: (i) Tio shareholders; (ii) by Tio shareholders and
optionholders, voting together as a single class; and (iii) a majority
of the votes cast by Tio shareholders present in person or represented
by proxy at the meeting, excluding, for this purpose, votes attached to
the Tio common shares held by persons described in items: (a) through (d)
of Section 8.1 (2) of Multilateral Instrument 61-101 (takeover bids
and special transactions).
The meeting of shareholders and optionholders is expected to take place
in April, 2017. In addition to Tio securityholder approvals, the
transaction is also subject to other closing conditions, including the
receipt of approvals relating to Tio's money transmitter licences, the
expiration or early termination of the applicable premerger waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
and court approval in British Columbia, Canada.
The transaction has been approved by the boards of directors of each of
Tio and PayPal, and the Tio board recommends that Tio shareholders and
optionholders vote in favour of the arrangement. The recommendation of
the Tio board was based on the recommendation of a special committee of
independent directors of Tio. The financial adviser to Tio, Raymond
James Ltd., has provided a fairness opinion to the special committee and
board of directors of Tio that, subject to the assumptions, limitations
and qualifications set out in such fairness opinion, the consideration
to be received by Tio shareholders pursuant to the plan of arrangement
is fair, from a financial point of view, to the Tio shareholders.
In addition, Tio shareholders, directors and officers, including funds
managed by Core Innovation Capital, Napier Park Financial Partners,
Edison Partners, Inter-Atlantic Advisors and Inductive Capital,
representing approximately 50.4 per cent of the issued and outstanding common
shares, have agreed to vote their shares in favour of the transaction. The
transaction includes customary deal protection provisions, including
non-solicitation of an alternative transaction and a termination fee
payable to PayPal under certain circumstances.
Further information regarding the transaction will be contained in the
management information circular, which is expected to be mailed to Tio
shareholders in March in connection with the special meeting of Tio
shareholders to be held to consider the transaction. Copies of the
definitive agreement and the management information circular will also
be available under Tio's SEDAR profile.
In addition, free copies of the documents may be obtained from Tio's
investor relations website
or by contacting Tio investor relations at investor@tio.com.
All Tio shareholders are urged to read the management information
circular as it will contain additional important information concerning
the transaction.
Advisers
Perella Weinberg Partners LP is acting as financial adviser to PayPal,
and Sidley Austin LLP and Blake, Cassells & Graydon LLP are acting as
legal advisers on the transaction. Raymond James is acting as
financial adviser to Tio, and Davies Ward Phillips & Vineberg LLP, and
Fasken Martineau DuMoulin LLP and Morrison & Foerster LLP are acting as
legal advisers for the Tio special committee and Tio, respectively.
Notes
One dollar (Canadian) equals 76.4 U.S. cents.
* Consumer bill pay accounts represent the total number of accounts
between consumers and billers. A consumer may have a relationship with
more than one biller and may have more than one account.
** Source: World Bank Global Findex 2014.
About PayPal Holdings Inc.
Fuelled by a fundamental belief that having access to financial services
creates opportunity, PayPal is committed to democratizing
financial services and empowering people and businesses to join and
thrive in the global economy. Its open digital payments platform gives
PayPal's nearly 200 million active account holders the confidence to
connect and transact in new and powerful ways, whether they are on-line,
on a mobile device, in an app or in person. Through a combination of
technological innovation and strategic partnerships, PayPal creates
better ways to manage and move money, and offers choice and flexibility
when sending payments, paying or getting paid. Available in more than
200 markets around the world, the PayPal platform, including Braintree,
Venmo and Xoom, enables consumers and merchants to receive money in more
than 100 currencies, withdraw funds in 56 currencies and hold balances
in their PayPal accounts in 25 currencies.
About Tio Networks Corp.
Tio is a cloud-based multichannel bill payment processing and
receivables management provider, serving the largest telecom, wireless,
cable and utility bill issuers in North America. Tio integrates with
the back office of billing systems to accept, validate and collect
payments through self-service kiosk, retail walk-in, mobile and web
solutions. With approximately 60 million transactions processed in
fiscal 2016 and a processing network that serves more than 10,000
billers, Tio symbolizes fast, convenient and secure access to expedited
bill payment services.
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