VeriFone to Acquire Lipman

Apr 14, 2006

VeriFone Holdings, Inc. and Lipman Electronic Engineering Ltd. have announced that they have entered into a definitive agreement for VeriFone to acquire Lipman, the Rosh Haayin, Israel-based provider of electronic payment systems.

Lipman shareholders will receive for each Lipman share 0.5 shares of VeriFone common stock and $14.304 in cash, adjusted for a special dividend. The amount of the special dividend has not been finally determined but will likely exceed $23 million. Alternatively, Lipman shareholders may elect to receive either $29.07 in cash, or 0.9844 shares of VeriFone stock for each Lipman share, each adjusted for the special dividend. The cash and stock elections are subject to proration such that VeriFone will issue in the aggregate approximately 13.3 million shares of VeriFone stock and pay approximately $382 million in cash, adjusted for the special dividend. The acquisition is valued at $793 million based on VeriFone's share price at the close of trading on April 7, 2006.

VeriFone expects the transaction to be accretive to street consensus estimates for fiscal 2007 net income, as adjusted. Closing is expected to occur by the end of VeriFone's current fiscal year (October 31, 2006). Following completion of the acquisition, VeriFone will continue to trade on the New York Stock Exchange and will be dual listed on the Tel Aviv Stock Exchange.