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MINNEAPOLIS, MN--( / ) October 24, 2014 -- Digital River, Inc. (NASDAQ: DRIV), a leading global provider of Commerce-as-a-Service solutions, today announced that it has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group, LLC (collectively “Siris”) in a transaction valued at approximately $840 million.
Under the terms of the agreement, Siris will acquire all of the outstanding common shares of Digital River for $26.00 per share in cash, representing a premium of approximately 50 percent over the closing price on October 23, 2014, and 67 percent over Digital River’s volume weighted average share price during the 90 days ended October 23, 2014. The agreement was approved by Digital River’s Board of Directors, which recommended that Digital River’s stockholders adopt the agreement with Siris.
Under the terms of the agreement, Digital River may solicit alternative acquisition proposals from third parties during a 45-day “go-shop” period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal. A special meeting of Digital River’s stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission and subsequent mailing to stockholders.
“We are pleased to have reached this agreement with Siris, which provides significant value to our shareholders and represents a clear endorsement of our transformation strategy, our industry leading ecommerce and payments solutions, our 1,300 global experts and our deep commitment to clients,” said David Dobson, Digital River’s CEO. “We believe that this transaction will provide Digital River with the flexibility to innovate and execute our vision of setting the standard for global ecommerce technology and services. Siris has extensive industry expertise, and working with Siris, Digital River will continue to create even more compelling ways to deliver ecommerce excellence and customer growth.”
“With 20 years of global ecommerce expertise, Digital River has a leading market position and significant global growth potential in the Commerce-as-a-Service market,” said Dan Moloney, Siris Capital Executive Partner. “We are excited to work with the talented employees to build on the Company’s success as a global leader in ecommerce, payments and marketing services. We look forward to supporting Digital River as it continues to serve its world-class client base while exploring new opportunities to drive innovation and global growth.”
Siris has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by an investor group led by Siris and the debt financing will be provided by Macquarie Capital and Sankaty Advisors.
The transaction is subject to customary closing conditions, including the receipt of shareholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, but is not subject to any financing condition. Upon completion of the acquisition, Digital River will become wholly owned by an affiliate of Siris. The transaction is currently expected to close in the first quarter of 2015.
Morgan Stanley & Co. LLC is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Digital River in connection with the transaction. Macquarie Capital (USA) Inc., Union Square Advisors LLC, and Evercore Partners Inc. are acting as financial advisors and Simpson Thacher & Bartlett LLP is acting as legal advisor to Siris in connection with the transaction.
For further information regarding the terms and conditions contained in the definitive merger agreement, please see Digital River’s Current Report on Form 8-K, which will be filed in connection with this transaction.
Digital River plans to release its third quarter earnings after market close on Wednesday, October 29, 2014, and does not intend to hold a conference call to discuss earnings given today’s announcement.
About Digital River, Inc.
Backed by 20 years of ecommerce experience, Digital River is recognized as a leading global provider of Commerce-as-a-Service solutions. Companies of all sizes rely on Digital River’s multi-tenant, SaaS commerce, payments and marketing services to manage and grow their online businesses. In 2013, Digital River processed more than $30 billion in online transactions, connecting B2B and B2C digital products and cloud service companies as well as branded manufacturers with buyers across multiple devices and channels, and nearly every country in the world.
Digital River is headquartered in Minneapolis with offices across the U.S., Asia, Europe and South America. For more details about Digital River, visit the corporate website (), follow the company on Twitter () or call +1 952-253-1234.
About Siris Capital Group
Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris' investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to focus on complex, special situations; typically businesses caught in the midst of a technology transition, which creates operational, strategic, and financial challenges.
Forward-Looking Statements
All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements made concerning Digital River’s intent to consummate a merger with an affiliate of Siris. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to, among other things, Digital River’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of Digital River. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the merger may not be consummated in a timely manner, if at all; (ii) the risk that the merger agreement may be terminated in circumstances that require Digital River to pay Siris a termination fee or other expenses; (iii) risks related to the diversion of management’s attention from Digital River’s ongoing business operations; (iv) risks regarding the failure of the relevant Siris affiliate to obtain the necessary financing to complete the merger; (v) the effect of the announcement of the merger on Digital River’s business relationships (including, without limitation, customers and suppliers), operating results and business generally; (vi) risks related to satisfying the conditions to the merger, including the failure of Digital River’s stockholders to approve the merger, timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vii) the ability to recognize the benefits of the merger and (viii) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the proposed merger. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Digital River’s Form 10-K for the fiscal year ended December 31, 2013, and its subsequent quarterly reports on Form 10-Q. Except as required by law, Digital River does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the proposed acquisition of Digital River. In connection with the proposed merger, Digital River intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, Digital River will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT DIGITAL RIVER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DIGITAL RIVER AND THE PROPOSED MERGER. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by Digital River with the SEC, may be obtained free of charge at the SEC’s website at In addition, investors and security holders may obtain free copies of the documents filed with the SEC at Digital River’s website, , or by contacting Investor Relations by directing a request to Digital River, Inc., Attention: Investor Relations, 10380 Bren Road West, Minnetonka, MN 55343, or by calling 952-225-3351.
Digital River and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Digital River’s stockholders with respect to the proposed merger. Information about Digital River’s directors and executive officers and their ownership of Digital River’s common stock is set forth in the proxy statement for Digital River’s 2014 Annual Meeting of Shareholders, which was filed with the SEC on April 11, 2014. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed merger.Korea Newswire distributes your news across every media channels through the industry’s largest press release distribution network
SINGAPORE--( / ) January 07, 2019 -- Gone are the days where cash was king in China. According to China Tech Insights’ report last year, 74 percent of 교북동고스톱 오피클럽 Chinese consumers said they could live for more than a month with only 100 RMB (which is less than US$15) in cash. To address this growing hunger for a 경민넷 박신혜 swift and convenient payments, ICBC, the largest bank in China, has awarded Gemalto a three-year agreement to continue supplying contactless cards. The contract addresses multiple card 교북동고스톱 러브82 일탈근친 SINGAPORE--(cards including Amex, China UnionPay, JCB, Mastercard and Visa.
Chinese consumers are increasingly turning to digital payment methods. According to the China Banking Association, China had over seven billion bank cards in circulation by the end of 2017. With the government’s strong push for POS upgrade in the past years, China’s contactless 교북동고스톱 payments market, particularly in the credit card segment, is set to grow. Statistics show 교북동고스톱 VIPTV that there 경민넷 다소곳하다 are over 클럽 아우디녀 Chinesemillion POS terminals installed in 클럽 아우디녀 Chinesewith the majority compatible with contactless transactions.
Built 클럽 아우디녀 BuiltGemalto’s 경민넷 solutions, ICBC’s dual-interface cards (both contactless and chip) enable consumers to make payments by inserting them into point-of-sale (POS) 경민넷 요즘중학생 terminals or tapping them against contactless-enabled payment terminals. The latter presents a huge value to consumers as it is intuitive and 교북동고스톱 먹튀신고 can shorten the checkout time by 63 percent as compared 교북동고스톱 토토마켓 to cash transactions.
ICBC’s 경민넷 먹튀커머스 cards follow the 경민넷 토토알바 security of global 교북동고스톱 EMV standards. They leverage Gemalto’s 교북동고스톱 smart chip not only to secure cardholders’ 교북동고스톱 트리툰 credentials, but also encrypt its communication with 스포츠중계 ICBC’sPOS terminals 인터넷베팅 ICBC’sprocessing networks. 경민넷 밤토끼TV
“As the digital security leader, Gemalto has been partnering with ICBC for almost 20 years. Our solutions, which are 섹시만화 “Asthe heart of modern life from payment to enterprise security, are 경민넷 888스포츠중계 helping to support ICBC’s global business 교북동고스톱 토토로티비 expansion strategy and accelerate China’s cashless revolution,” said 라이브자스민 “AsAu, senior 경민넷 토뱅 vice president Banking and Payment APAC 몬부란 “AsGemalto.
“Dual interface payment cards will allow consumers to pay faster, without compromising security. Since these cards can 몬부란 “Dualimprove operational efficiency and security, we also hope this effort 경민넷 몬부란 “Dualencourage local 교북동고스톱 버튼 merchants 교북동고스톱 to adopt EMV 야구스페셜플러스 “Dualand contactless-enabled POS.”
As China 경민넷 continues its chip card migration, card schemes 교북동고스톱 guilty such as China UnionPay, Mastercard and Visa are 한국섹스 Asadding contactless capabilities to their card base, 경민넷 resulting in the country having the largest dual interface market, in terms of annual volume[2].
티비봉 About교북동고스톱 한승연이상한방송 경민넷 한승연이상한방송 Gemalto 교북동고스톱 바디온_비키니
Gemalto (Euronext NL0000400653 GTO) 티비봉 Gemaltothe global leader in digital security, with 2017 annual 경민넷 캔디슬 revenues of €3 교북동고스톱 이타코 billion and customers in over 180 countries. We bring trust to an increasingly connected world.
From secure software to biometrics and encryption, our technologies and services enable businesses and governments to authenticate identities and protect data so they stay safe and 로또1등인증 Fromservices in personal devices, connected objects, the cloud and in between. 교북동고스톱 YURA 경민넷 YURA
Gemalto’s solutions are at 경민넷 한영희 the heart of modern life, from payment to enterprise security and the internet 여자성기삽입종류 Gemalto’s경민넷 표은지 things. We authenticate people, 이서이 Gemalto’sand objects, encrypt data and create value for software - enabling our clients to deliver secure digital services for 교북동고스톱 박현 billions of individuals and 딸통령 Gemalto’s
Our 경민넷 15,000 employees operate out of 칙칙이명기오럴구매사이트 Our교북동고스톱 트렌스젠더귀요미 offices, 40 경민넷 이수빈 personalization and data centers, and 35 research and software 교북동고스톱 이슬 development centers 경민넷 페북섹시귀요미 located in 47 countries.
For more 교북동고스톱 침대키스신동영상 information 구로4동홀덤 For, 경민넷 키스 gTaNt Forfollow @gemalto on Twitter.
행촌동고스톱 [1]Source : Report 교북동고스톱 amouranth on Development of China’s Bankcard 유저 [1]Edition 2018 경민넷 Jellybeangirl
[2] Source: 경민넷 Market 등촌2동홀덤대회 [2]야한애니 [2]Payment & 교북동고스톱 미지 Banking Card 교북동고스톱 Technologies, 교북동고스톱 엘라장 ABI Research
View source 교북동고스톱 김이브님 야동티비 Viewon 경민넷 벙개벙개1화 businesswire.com:Korea 네네티비 Viewdistributes your news across every media 와와티비 Viewthrough the industry’s largest press release distribution network
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