CardConnect Corp. (NASDAQ:CCN) Files An 8-K Other Events
Item8.01
| Other Events. |
On May29, 2017, CardConnect Corp., a Delaware corporation (the
Company), announced the signing of a definitive merger agreement
providing for the acquisition of the Company by First Data
Corporation, a Delaware corporation (First Data), for cash
consideration through a tender offer for all outstanding shares
of the Companys common stock followed, subject to the terms of
the agreement, by a merger (the Merger) with a wholly owned
subsidiary of First Data (Merger Sub). A copy of the press
release issued by the Company announcing the transaction is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In addition, on May 29, 2017, the Company provided employees with
information with respect to the transactions with First Data. A
copy of this employee communication is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Also on May 29, 2017, the Company released a slide presentation
in connection with an investor presentation that was hosted
jointly by the Company and First Data. A copy of this slide
presentation is attached hereto as Exhibit 99.3 and is
incorporated herein by reference.
Forward-Looking Statements
This document and the exhibits hereto may contain forward-looking
statements regarding the proposed transaction with the Company,
First Data and Merger Sub that involves substantial risks and
uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
These forward-looking statements generally include statements
that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as believes, plans,
anticipates, projects, estimates, expects, intends, strategy,
future, opportunity, may, will, should, could, potential, or
similar expressions. These forward-looking statements are based
on managements current expectations and beliefs about future
events. As with any projection or forecast, they are inherently
susceptible to uncertainty and changes in circumstances. Various
factors could adversely affect the Companys operations, business
or financial results in the future and cause the Companys actual
results to differ materially from those contained in the
forward-looking statements, including those factors discussed in
detail in the Risk Factors sections contained in our Annual
Report on Form 10-K for the year ended December 31, 2016 filed
with the Securities and Exchange Commission (the SEC) as well as,
among other things, statements about the potential benefits of
the proposed acquisition; First Datas and the Companys plans,
objectives, expectations and intentions; the financial condition,
results of operations and business of First Data and the Company;
industry, business strategy, goals and expectations concerning
First Datas and the Companys market position, future operations,
future performance and profitability; and the anticipated timing
of closing of the acquisition. Risks and uncertainties include,
among other things, risks related to the satisfaction of the
conditions to closing of the acquisition (including the failure
to obtain necessary regulatory approval) in the anticipated
timeframe or at all, including uncertainties as to how many of
the Companys stockholders will tender their shares in the tender
offer and the possibility that the acquisition does not close;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement,
including in circumstances which would require First Data or the
Company to pay a termination fee or other expenses; risks related
to the potential impact of the announcement or consummation of
the proposed transaction on First Datas or the Companys important
relationships, including with employees, suppliers and customers;
disruption from the transaction making it more difficult to
maintain business and operational relationships; negative effects
of this announcement or the consummation of the proposed
acquisition on the market price of First Datas or the Companys
common stock and on First Datas or the Companys operating
results; significant transaction costs; the risk of litigation
and/or regulatory actions related to the proposed acquisition;
the possibility that competing offers will be made; and risks
related to the ability to realize the anticipated benefits of the
acquisition, including the possibility that the expected benefits
from the proposed acquisition will not be realized or will not be
realized within the expected time period. Other factors that may
cause actual results to differ materially include those that will
be set forth in the Schedule TO, Schedule 14D-9 and other tender
offer documents filed by First Data, Merger Sub and the Company.
Many of these factors are beyond First Datas and the Companys
control. A further description of risks and uncertainties
relating to First Data and the Company can be found in their
Annual Reports on Form 10-K for the fiscal year ended December
31, 2016 and in their subsequent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, all of which are filed with the
SEC and available at www.sec.gov. Unless otherwise required by
applicable law, First Data and the Company disclaim any intention
or obligation to update forward-looking statements contained in
this document and the exhibits hereto as the result of new
information or future events or developments.
Important Information
The tender offer for the outstanding common stock of the Company
referred to in this document has not yet commenced. This document
is not an offer to purchase or a solicitation of an offer to sell
shares of the Companys Common Stock, nor is it a substitute for
the tender offer materials that First Data and Merger Sub will
file with the SEC upon commencement of the tender offer. The
solicitation and the offer to purchase shares of the Companys
common stock will only be made to an offer to purchase and
related materials that First Data and Merger Sub intend to file
with the SEC. At the time the tender offer is commenced, First
Data and Merger Sub will file a Tender Offer Statement on
Schedule TO with the SEC, and soon thereafter the Company will
file a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the tender offer. STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND
THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH
RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES THERETO. Investors and stockholders may obtain free
copies of the Schedule TO and Schedule 14D-9, as each may be
amended or supplemented from time to time, and other documents
filed by the parties (when available), at the SECs web site at
www.sec.gov.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 99.1 | Joint Press Release, dated May29, 2017. | |
| 99.2 | Employee Communication, dated May 29, 2017 | |
| 99.3 | Joint Investor Presentation, dated May 29, 2017 |
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About CardConnect Corp. (NASDAQ:CCN)
CardConnect Corp., formerly FinTech Acquisition Corp., is a provider of payment processing and technology solutions. The Company has developed advanced payment solutions using point-to-point encryption (P2PE) and tokenization. The Company’s small-to-midsize business offering, CardPointe, is a platform that includes a reporting and transaction management portal, which extends to a native mobile application. For enterprise-level organizations, CardSecure integrates omni-channel payment acceptance into several enterprise resource planning (ERP) systems, such as Oracle, SAP, JD Edwards and Infor M3. The Company’s product, CardSecure, accepts both magnetic stripe and chip cards. The device can be plugged to Ethernet/Internet outlet. The Company’s customers use CardPointe to view and manage transactions in real-time on any computer or mobile device. CardSecure P2PE protects the network and connected device from being compromised by malicious malware. CardConnect Corp. (NASDAQ:CCN) Recent Trading Information
CardConnect Corp. (NASDAQ:CCN) closed its last trading session down -0.25 at 13.65 with 89,005 shares trading hands.