|[January 10, 2013]
Digital River Completes Acquisition of LML Payment Systems
MINNEAPOLIS --(Business Wire)--
Digital River (News - Alert), Inc. (NASDAQ: DRIV),
the revenue growth experts in global cloud commerce, announced that it
has completed its previously-announced all-cash acquisition of LML
Payment Systems Inc. (NASDAQ: LMLP).
Based in Vancouver, British Columbia, LML Payment Systems is a leading
provider of electronic payment processing, risk management and
authentication services. Digital River announced the definitive
agreement to acquire LML Payment Systems on Sept. 24, 2012.
The acquisition joins two complementary card-not-present payments
businesses, positioning Digital River to further capitalize on its
global success in online payment processing. Collectively, the companies
will handle more than $20 billion in global online transactions for tens
of thousands of companies across a broad range of industries, including
software, consumer electronics, government, utilities, event
registration and mobile payments. The acquisition is expected to be
accretive to Digital River's earnings in its 2013 fiscal year.
"For more than 15 years, some of the world's leading brands have relied
on Digital River to handle their online payments on a global basis,"
said Tom Donnelly, Digital River's president and COO. "The completion of
this acquisition is another affirmation of our ongoing commitment to
expand our payment services. We fully intend to leverage this
acquisition to offer our combined client bases new capabilities and more
revenue opportunities across a broader range of vertical and geographic
"We believe this acquisition will drive value for Digital River's
stockholders and the customers of our newly combined companies," added
Souheil Badran, senior vice president and general manager for Digital
River World Payments. "With the addition of LML Payment Systems, our
World Payments solution is in an even stronger position to lead in our
The acquisition was approved at a meeting of LML Payment Systems
shareholders on Jan. 7, 2013, and was formally completed on Jan. 10,
2013, following satisfaction of applicable regulatory requirements. As a
result of the acquisition, Digital River acquired indirect ownership of
28,246,684 common shares of LML Payment Systems, representing 100% of
the issued and outstanding common shares of LML Payment
Systems. Concurrenly with the completion of this acquisition, LML
Payment Systems was amalgamated with a Digital River subsidiary and the
amalgamated company will continue operating under the name "LML Payment
Systems Inc." As a result of the completion of the acquisition, trading
in shares of LML Payment Systems has been permanently discontinued. LML
Payment Systems shareholders will receive U.S. $3.45 per share in cash
for their shares.
About LML Payment Systems Inc.
LML Payment Systems Inc., through its Canadian subsidiary Beanstream
Internet Commerce Inc., and US subsidiaries Beanstream Internet Commerce
Corp. and LML Payment Systems Corp., is a leading provider of financial
payment processing solutions for e-commerce and traditional businesses.
The company provides credit card processing, online debit, electronic
funds transfer, automated clearinghouse payment processing and
authentication services, along with routing of selected transactions to
third party processors and banks for authorization and settlement. For
more details about LML Payment Systems, visit www.lmlpayment.com.
About Digital River, Inc.
Digital River, Inc., the revenue growth experts in global cloud
commerce, builds and manages online businesses for software and game
publishers, consumer electronics manufacturers, distributors, online
retailers and affiliates. Its multi-channel commerce solution, which
supports both direct and indirect sales, is designed to help companies
of all sizes maximize online revenues as well as reduce the costs and
risks of running a global commerce operation. The company's
comprehensive platform offers site development and hosting, order
management, global payments, cloud-based billing, fraud management,
export controls, tax management, physical and digital product
fulfillment, multi-lingual customer service, advanced reporting and
strategic marketing services.
Founded in 1994, Digital River is headquartered in Minneapolis with
offices across the U.S., Asia, Europe and South America. For more
details about Digital River, visit its corporate
website, follow the company on Twitter
or call +1 952-253-1234.
Forward Looking Statements
In addition to the historical information contained herein, this
press release contains forward-looking statements. Such forward-looking
statements can be identified by the words "believes," "intends,"
"expects" and similar words. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Digital
River, or industry results, to differ materially from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These risks and uncertainties,
include, but are not limited to, those relating to: the impact of the
transaction on relationships with customers, suppliers and employees,
the financial performance of Digital River and LML Payment Systems
following completion of the proposed transaction, the ability to
successfully integrate the businesses of Digital River and LML Payment
Systems, the ability to realize anticipated benefits of the proposed
transaction (including expected cost savings and other synergies), the
risk that anticipated benefits of the proposed transaction may take
longer to realize than expected, and other risks such as the variability
in Digital River's and LML Payment System's operating results and
competition in the electronic commerce and payments markets. Additional
information concerning other risk factors is contained in the parties'
most recent Annual Reports on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, recent Current Reports on Form 8-K, and other SEC (News - Alert) filings.
Many of these risks, uncertainties and assumptions are beyond our
ability to control or predict. Because of these risks, uncertainties and
assumptions, you should not place undue reliance on these
forward-looking statements. Furthermore, forward-looking statements
speak only as of the date they are made, and Digital River undertakes no
obligation to update publicly or revise any forward-looking statements
to reflect events or circumstances that may arise after the date of this
communication. All subsequent written and oral forward-looking
statements concerning Digital River or LML Payment Systems, the proposed
transaction, or other matters and attributable to Digital River or any
person acting on its behalf are expressly qualified in their entirety by
the cautionary statements above.
Digital River is a registered trademark of Digital River, Inc. All
other trademarks and registered trademarks are trademarks of their
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