Hypercom Corporation (NYSE: HYC) announced today that the stockholders
of the Company have approved the merger agreement providing for the
acquisition of the Company by VeriFone Systems, Inc. (NYSE: PAY). The
results were announced this morning by Norman Stout, Chairman of the
Board, during a special meeting of stockholders. The merger agreement
and merger were approved by more than 99% of the shares voted, which
constituted approximately 80% of the total number of shares outstanding
as of the record date for the special meeting.
The proposed merger was announced on November 17, 2010, and is expected
to close in the second half of 2011, pending the satisfaction of
applicable regulatory approvals and other customary closing conditions.
About Hypercom
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.
Additional Information and Where You Can Find It
In connection with the proposed transaction, VeriFone has filed with the
Securities and Exchange Commission (the "SEC”) a registration statement
on Form S-4 (Registration No. 333-171324) that includes a proxy
statement/prospectus of Hypercom relating to the proposed transaction.
The proxy statement/prospectus has been mailed to the stockholders of
Hypercom. Investors are urged to read the registration statement and the
proxy statement/prospectus (and all amendments and supplements thereto)
that is part of the registration statement and any other relevant
documents filed with the SEC when they become available because they
contain important information about VeriFone, Hypercom and the proposed
transaction. You will be able to obtain, without charge, copies of the
registration statement, including the proxy statement/prospectus, as
well as other filed documents containing information about VeriFone and
Hypercom, at the website maintained by the SEC (www.sec.gov)
when they become available. Copies of VeriFone’s filings may also be
obtained without charge from VeriFone at VeriFone’s website (www.verifone.com)
or by directing a request in writing to VeriFone Systems, Inc.,
Attention: Investor Relations, 2099 Gateway Place, Suite 600, San Jose,
California 95110, by phone to (408) 232-7979 or by email to ir@verifone.com.
Copies of Hypercom’s filings may be obtained without charge from
Hypercom at Hypercom’s website (www.hypercom.com)
or by directing a request in writing to Hypercom Corporation, Attention:
Investor Relations, 8888 East Raintree Drive, Suite 300, Scottsdale,
Arizona 85260, by phone to (480) 642-5000 or by email to stsujita@hypercom.com.
VeriFone, Hypercom and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from
Hypercom stockholders in respect of the proposed transaction.
Information regarding VeriFone’s directors and executive officers is
available in VeriFone’s Annual Report on Form 10-K for the fiscal year
ended October 31, 2010, filed with the SEC on December 21, 2010.
Information regarding Hypercom’s directors and executive officers is set
forth in the proxy statement/prospectus contained in the Registration
Statement on Form S-4/A filed by VeriFone on January 10, 2011 and the
supplemental disclosures set forth in the current reports on Form 8-K
filed by Hypercom on February 14, 2011 and February 16, 2011.
Information regarding Hypercom’s directors and executive officers is
also available in Hypercom’s Annual Report on Form 10-K and Form 10-K/A
for the fiscal year ended December 31, 2009, filed with the SEC on March
12, 2010 and December 1, 2010, respectively, and the proxy statement for
Hypercom’s 2010 annual meeting of stockholders filed with the SEC on
April 26, 2010.
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.
This press release includes statements that may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding market
acceptance of new products, product capability and performance, product
competitiveness, product sales, revenues, profits, and market share.
These forward-looking statements are based on management's current
expectations and beliefs and are subject to risks and uncertainties that
could cause actual results to differ materially from those described in
the forward-looking statements. In particular, factors that could cause
actual results to differ materially from those in forward-looking
statements include: industry, competitive and technological changes; the
loss of, and failure to replace any significant customers; the
composition, timing and size of orders from and shipments to major
customers; inventory obsolescence; market acceptance of new products and
services; compliance with industry standards, certifications and
government regulations; the performance of suppliers, contract
manufacturers and subcontractors; risks associated with international
operations and foreign currency fluctuations, the state of the U.S. and
global economies in general, risks associated with the Company being
merged with and into VeriFone Systems, Inc. as contemplated by a
definitive merger agreement between the companies, and other risks
detailed in our filings with the Securities and Exchange Commission,
including the Company's most recent 10-K and subsequent 10-Qs and 8-Ks.
Forward-looking statements speak only as of the date made and are not
guarantees of future performance. We undertake no obligation to publicly
update or revise any forward-looking statements. HYCP
