nFinanSe Announces Closing Of Sale to AccountNow
2012年12月12日 - 4:02AM
ビジネスワイヤ(英語)
nFinanSe Inc. (Pink Sheets: NFSE) today announced that on
November 30, 2012 stockholders, representing a majority of the
voting power of the Company, approved by written consent the sale
of substantially all of its assets to AccountNow, Inc. a leading
provider of general purpose reloadable (GPR) prepaid cards in the
direct-to-consumer sales channel.
As previously announced, the acquisition is being closed in
phases: The First Closing, which occurred on November 30, 2012,
involved the sale of the operational assets of nFinanSe to an
entity wholly owned by AccountNow. Thereafter, assets of nFinanSe
will consist solely of the stock of nFinanSe Payments Inc., the
wholly-owned subsidiary of the Company that holds various state
money transmitter licenses. As part of the transaction, AccountNow
has an option to acquire the stock of nFinanSe Payments for a
nominal payment at a Second Closing upon certain states granting
approval for a change of control of its money transmitter
licenses.
At the First Closing, $1 Million was paid primarily to satisfy
certain Company liabilities. Additional payments may be received by
the Company based on the amount of net revenues received by
AccountNow as a result of its continued operation of the former
nFinanSe operations. AccountNow can terminate these payments any
time after the first anniversary of the Second Closing by making a
lump sum formula-based payment of no less than $3 million. Further,
in the event of a change of control of AccountNow before it has
exercised its option to terminate the revenue sharing payments
mentioned above, the Company shall be entitled to a pro-rata
portion of the net sale proceeds of such change in control.
AccountNow also has the right to discontinue the former nFinanSe
operations at any time, in its sole discretion.
Based on the total consideration expected, only holders of
nFinanSe Inc. Series F Convertible Preferred Stock are likely to
participate in any proceeds from the acquisition, and it is highly
unlikely that any proceeds will be available to holders of any
other series of nFinanSe’s Convertible Preferred Stock or its
Common Stock. After the Second Closing, nFinanSe Inc. will have no
assets.
About AccountNow, Inc.
AccountNow, Inc. headquartered in San Ramon, California, is a
leading provider of solutions for consumers who choose not to have
traditional banking relationships. AccountNow’s innovative, money
saving prepaid cards give consumers an alternative to traditional
checking accounts, access to the financial and payments systems and
FDIC insured deposits.
The nFinanSe Visa® Reloadable Prepaid Card is issued by First
California Bank, Rancho Mirage, CA, Member FDIC, pursuant to a
license from Visa Inc. The nFinanSe Discover® Reloadable Prepaid
Card is issued by First California Bank, Rancho Mirage, CA, Member
FDIC, pursuant to a license from Discover® Network. Discover® and
the Discover acceptance mark are service marks used by First
California Bank under license from Discover Financial Services. All
cards funds are insured by the FDIC in accordance with the FDIC's
applicable terms and conditions.
“Safe Harbor” Statement under Private Securities Litigation
Reform Act of 1995
This press release contains certain forward-looking statements
based on nFinanSe Inc.’s, or, the Company’s current expectations,
forecasts and assumptions that involve risks and uncertainties.
Forward-looking statements include statements regarding the
Company’s expectations, beliefs, intentions or strategies regarding
the future and can be identified by forward-looking words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “should,” “will,” and “would” or similar words and include
statements regarding the anticipated benefits of the Company’s
products and the anticipated roll out of the Company’s products.
Forward-looking statements in this release are based on information
available to the Company as of the date hereof. The completion of
the proposed investment transaction on the terms described in this
release, or at all, is subject to risks and uncertainties
associated with results of the investor’s due diligence review,
successful negotiation of the definitive documentation, willingness
of the investor to proceed with the transaction, ability to obtain
regulatory and shareholder approvals as well as factors relating to
the Company’s business, which include the Company’s ability to
execute its business strategy and other risk factors. The Company
assumes no obligation to update the information included in this
press release, whether as a result of new information, future
events or otherwise.
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