VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 1, 2012) - CTF Technologies Inc. ("CTF") today announced that it has signed a definitive agreement with FleetCor Technologies, Inc. (NYSE:FLT) ("FleetCor") pursuant to which FleetCor has agreed to acquire all of the issued and outstanding shares of CTF for an aggregate purchase price of US$180 million ("Purchase Price"), subject to adjustment for debt, by way of a British Columbia, Canada court approved plan of arrangement. A total of US$27 million of the Purchase Price will be held back to support indemnities given under the definitive agreement. Pursuant to the transaction, CTF would spin out to its shareholders, on a pro rata basis, shares of a new company that is intended to operate a new loyalty card business in Brasil.
Following a review and analysis of the proposed transaction and other available alternatives, the Board of Directors of CTF has unanimously approved the transaction and recommends that CTF shareholders vote in favour of it. Holders of approximately 68% of CTF shares, being certain of CTF's directors, officers and shareholders, have entered into agreements with FleetCor supporting the transaction, subject to the terms thereof.
Completion of the transaction is subject to customary closing conditions, including receipt of court and shareholder approvals and the absence of material adverse changes. CTF shareholders will be asked to vote on the transaction at an annual and special meeting of shareholders currently expected to be held in late June 2012. The completion of the transaction requires the approval of two-thirds of the votes cast by shareholders present in person or by proxy at the meeting.
The transaction is expected to close on or about June 30, 2012. Full details of the transaction will be included in an information circular to be mailed to CTF shareholders in accordance with applicable securities laws.
FleetCor is a leading global provider of fuel cards and specialized payment products to businesses. FleetCor's payment programs enable businesses to better control employee spending and provide card-accepting merchants with a high volume customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, and Europe. For more information, please visit http://www.fleetcor.com.
Certain information in this press release, including statements related to the expected timing of the meeting of CTF shareholders and the completion of the transaction with FleetCor, is "forward-looking information" within the meaning of applicable Canadian securities legislation and is prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking information.
Forward-looking information is also necessarily based upon a number of assumptions, including those related to the timing of the receipt of shareholder and regulatory approval and the completion of corporate and commercial matters necessary to complete the transaction.
CTF cautions the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results expressed or implied by such forward-looking information, including risks related to shareholder and regulator approval.
CTF disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, further events or otherwise, except as required by applicable law.