The FINANCIAL — PayPal Holdings, Inc. and TIO Networks Corp., a cloud-based multi-channel bill payment processing and receivables management company, on February 14 announced a definitive agreement under which PayPal will acquire TIO for $3.35 CAD ($2.56 USD) per share in cash or an approximate $304 million CAD ($233 million USD) equity value.
The purchase price represents a premium of 25.2% to TIO’s 90-trading day volume-weighted average price as of February 13, 2017, and 22.6% to the 20-trading day volume-weighted average price as of January 9, 2017, the trading day immediately preceding the date TIO entered into exclusive negotiations with PayPal.
TIO is one of the leading multi-channel bill payment processors in North America and processed more than $7 billion USD 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, according to PayPal.
Dan Schulman, President and CEO 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 2 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 CEO 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 online and mobile experiences.
Upon closing of the acquisition, TIO will operate as a service within PayPal.
Financial Highlights of Acquisition
PayPal intends to fund 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 CAD in revenue ($57.1 million USD) and $10.6 million CAD in adjusted EBITDA ($8.1 million USD). TIO defines EBITDA as earnings before interest, tax, depreciation and amortization and adjusted EBITDA as EBITDA plus stock-based compensation, non-recurring transaction and restructuring expenses.
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: TIO shareholders; by TIO shareholders and optionholders, voting together as a single class; and 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 – Take-Over 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 licenses, the expiration or early termination of the applicable pre-merger 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 favor 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 advisor 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% of the issued and outstanding common shares have agreed to vote their shares in favor 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.
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