CyberSource Corporation (NASDAQ: CYBS), a leading provider of electronic payment and risk management solutions, today announced that on September 20, 2005, it signed a non-binding letter of intent to acquire the assets of privately held CardSystems Solutions, Inc. of Atlanta, Georgia. CyberSource intends to acquire substantially all of the assets of CardSystems, including CardSystems' advanced payment processing platform with direct connections to major credit card association networks and banks, contracts to process credit card transactions on behalf of more than 120,000 merchants representing over $18 billion in annual processing volume, and a network of Independent Sales Organizations (ISOs). The transaction is subject to further due diligence, execution of a purchase agreement, satisfaction of closing conditions and may also be subject to governmental or other regulatory approvals. The transaction is expected to close in the fourth quarter of 2005. The letter of intent provides for an exclusivity period during which CardSystems is not permitted to engage any other entity regarding the sale of its business. Additional terms were not disclosed pending execution of the purchase agreement.
"We are excited about this acquisition," said Bill McKiernan, chairman and CEO of CyberSource. "It will mean a strategic expansion of CyberSource's payment platform, and allow current CardSystems customers and partners to continue processing without interruption. The addition of the CardSystems technology extends CyberSource's capability to offer innovative, end-to-end payment solutions to its customers."
Integrating the CardSystems processing platform with CyberSource's existing payment services would mean CyberSource could significantly enhance its core business serving sophisticated eCommerce merchants, through capabilities such as retail point-of-sale processing for multi-channel merchants, and automated chargeback management. The prospective acquisition would also accelerate CyberSource's growth in the small business segment by providing a new sales channel through CardSystems' established network of ISOs, and a market-leading platform for ISO support and reporting.
Due to a data security breach reported in May 2005, CardSystems has been notified that it will not be authorized to process credit card transactions through selected card association networks after October 31, 2005. CyberSource and CardSystems are working with the card associations and banks to provide uninterrupted processing for CardSystems merchants and channel partners. There are no assurances that the parties will be able to negotiate and enter into a definitive agreement concerning the sale of CardSystems' business or consummate the transaction.
CyberSource Corporation is a leading provider of electronic payment and risk management solutions. CyberSource solutions enable electronic payment processing for Web, call center, and POS environments. CyberSource also offers industry leading risk management solutions for merchants accepting card-not-present transactions. CyberSource Professional Services designs, integrates, and optimizes commerce transaction processing systems. Approximately 10,000 businesses use CyberSource solutions, including half the companies comprising the Dow Jones Industrial Average. The company is headquartered in Mountain View, California, and has sales and service offices in Japan, the United Kingdom, and other locations in the United States. For more information, please visit CyberSource's web site at www.cybersource.com or email info@cybersource.com.
Statements in this release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the company's expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements in this release include, without limitation, statements regarding: (1) signing of a purchase agreement, (2) satisfaction of closing conditions and closing of the transaction, (3) the transaction resulting in a strategic expansion of CyberSource's payment platform and enhancing its business, (4) providing uninterrupted processing, and, (5) the transaction accelerating CyberSource's growth in the small business segment. Factors that could cause actual results to differ materially from the forward looking statements include risks and uncertainties such as the inability to enter into a purchase agreement prior to expiration of the exclusivity period, unsolicited bids from third parties, new products and services offerings by the company's competitors, any unforeseen event or any unforeseen system failures, and other risks indicated in our filings with the Securities and Exchange Commission. It is important to note that actual outcomes could differ materially from those in such forward-looking statements. Readers should also refer to the documents filed by CyberSource with the Securities and Exchange Commission, specifically the annual report filed on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 10, 2005, and our quarterly reports filed on Form 10-Q from time to time, all of which identify important risk factors.