FOSTER CITY, Calif. LONDON—nov. 2, 2015– Visa Inc. (NYSE: V) and Visa Europe Ltd. today announced a final agreement for Visa Inc. to acquire Visa Europe, creating a single global company. The transaction includes a preliminary audit of 16.5 billion euros, with an additional potential of up to 4.7 billion euros after the fourth anniversary of the closing, for a total amount of 21.2 billion euros. The advance includes 11.5 billion euros in cash and preferred shares that can be converted into Visa Inc.class One common share worth 5 billion euros1 The boards of directors of both companies voted unanimously in favour of the transaction. The transaction is subject to regulatory approvals and is expected to close with Visa Inc. in the third quarter of 2016. Visa Europe is a payment technology company owned and managed by member banks and other payment service providers in 38 countries. Its members are responsible for issuing cards, registering retailers and making decisions on cardholder and merchant fees.
Visa Europe is the largest transaction processor in Europe and is responsible for processing more than 18 billion transactions per year. Europe has more than 500 million Visa cards and every 6 euros spent in Europe is on a Visa card. Since 2004, Visa Europe operates independently of Visa Inc. and operates in the UK with an exclusive, irrevocable and permanent license in Europe. The two companies are working together to enable global visa payments in more than 200 countries and territories. For more information, see www.visaeurope.com. The preferred share is eventually converted under certain conditions into Class A common shares. Like Visa Inc.`s existing Class B common stock, the conversion rate will be reduced in the event that Visa Inc. suffers losses related to certain covered litigation, primarily related to the setting of interbank rates in Visa Europe`s territory. Forward-looking statements by nature: (i) speak only from the date on which they are made; (ii) are not statements of historical facts or guarantees for future delivery; and (iii) risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantifiable.
Therefore, due to a number of factors, including the following factors, actual results may differ materially and unfavourably from Visa Inc.`s forward-looking statements: the risk that the transaction will not be completed; the risk that Visa Europe`s activities will not be successfully integrated into Visa Inc.`s operations; Acquisition costs Issues raised as part of the parties` efforts to meet regulatory approvals and completion conditions in place as part of the transaction; The effects of legislation, regulation and market barriers; changes in litigation and enforcement, including interbank reimbursement fees, antitrust rules and taxes; New actions, investigations or procedures, or any changes to Visa Inc.`s potential exposure in the context of pending court proceedings, investigations or proceedings; Economic factors Industrial developments, such as competitive pressure, rapid technological developments and the shutdown of Visa Inc.`s payment network; System development Loss of organizational efficiency or turnkey personnel the inability to successfully integrate other acquisitions or to effectively develop new products and businesses; natural disasters, terrorist attacks, military or political conflicts and public health emergencies; and other factors, including the more detailed ones described in Visa Inc.`s U.S. notifications.