Cardtronics and Access to Money announced that they have entered into a definitive agreement under which Cardtronics USA a wholly-owned subsidiary of Cardtronics will acquire Access to Money.
Under the terms of the agreement, Cardtronics will acquire all of the outstanding shares of Access to Money for a cash payment of $0.285 per share and retire all of Access to Money’s outstanding indebtedness. The total cost to be paid at closing will be approximately $21.2 million. The companies expect an early fourth quarter completion date for the transaction. Access to Money provides ATM services to merchants and financial institutions, currently operating approximately 10,350 ATMs in the United States.
Combined Company Overview
Cardtronics is the world’s largest retail ATM services provider, operating over 41,900 ATMs around the globe. Access to Money has established itself as a leading operator of merchant-owned ATMs, having secured ATM services contracts for approximately 9,700 ATMs with local and regional merchants, as well as operating nearly 650 ATMs that are company-owned across the U.S. Complementing Cardtronics’ existing merchant-owned ATM operations, the combined company, including Access to Money’s book of business, will operate nearly 18,000 merchant-owned ATMs, with customers ranging from single-store owners to well-known chain retailers. In total, the combined company will operate approximately 52,250 ATMs ” encompassing both company- and merchant-owned machines.
The combination also expands Cardtronics’ portfolio of well-known merchant relationships to include Kangaroo Express convenience stores (the primary operating banner of The Pantry) and a leading quick service restaurant (QSR) franchisor specializing in coffee and doughnuts. As part of a long-term contract announced in 2010, Access to Money operates approximately 1,400 ATMs throughout 11 Southeastern states for The Pantry, America’s third largest company-operated convenience store chain. As an authorized ATM services provider, Access to Money also provides ATM services at nearly 500 of the QSR franchisor’s U.S. locations, with the opportunity to expand further into its extensive network of franchisees. Additionally, Access to Money brings to the proposed merger a growing ATM services business focused on community banks and credit unions.
“Cardtronics’ building and owning a proprietary ATM transaction processing infrastructure has helped unlock economies of scale on the company-owned ATM side of our business for a number of years now. The Access to Money acquisition not only offers the opportunity to extend our reach with leading retail brands, including Kangaroo Express, but it also allows us to bring a new level of scale to our merchant-owned business,” said Steve Rathgaber, chief executive officer, Cardtronics.
Cardtronics will acquire all of the outstanding shares of Access to Money for a cash payment of $0.285 per share. The total cash consideration at closing will be approximately $21.2 million, inclusive of debt repayment. Up to an additional $5.25 million of consideration may be made to a subordinated lender of Access to Money, contingent upon the achievement of certain future performance thresholds that have been established for the acquired operations. In connection with the above, Access to Money’s total outstanding indebtedness of $22.8 million will be considered retired in full as of the closing date. Cardtronics will fund the acquisition with its operating cash flow and its existing bank revolving line of credit.
2011 & 2012 Guidance
Cardtronics expects that the transaction will be neutral to adjusted net income per share in 2011, accretive to adjusted net income per share in 2012 and increasingly accretive going forward as synergies are fully realized. Cardtronics will update its financial guidance for 2011 to include the acquisition of Access to Money following the completion of the transaction. In the interim, Cardtronics reiterates the guidance it previously provided in August.
Approvals and Anticipated Closing
The transaction is subject to approval by Access to Money’s stockholders and the satisfaction of customary closing conditions. Due to the size of the transaction, no filing is required under the Hart-Scott-Rodino Antitrust Improvements Act. Cardtronics and Access to Money expect to complete the transaction early in the fourth quarter of 2011.
Additional Information for Stockholders
In connection with the proposed merger, Access to Money will file a proxy statement with the Securities and Exchange Commission (SEC). This communication is not a solicitation of a proxy from any stockholder of Access to Money. Before making any voting decision, Access to Money’s stockholders are urged to read the proxy statement regarding the merger and any other relevant documents carefully in their entirety when they become available because they will contain important information about the proposed merger. The proxy statement and other documents will be available free of charge at the SEC’s Web site, http://www.sec.gov. Stockholders and investors in Access to Money will also be able to obtain the proxy statement and other documents free of charge by directing their requests to Access to Money, Investor Relations, 1-856-414-9100.
No approval from the stockholders of Cardtronics will be required in order to complete the merger.
Participants in the Solicitation
Access to Money and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding Access to Money’s directors and executive officers is set forth in Access to Money’s proxy statement for its annual meeting of stockholders held on June 8, 2011 and Annual Report on Form 10-K for the year ended December 31, 2010, previously filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
Other factors that could cause the Company’s actual performance or results to differ from its projected results are described in its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. You should not read forward-looking statements as a guarantee of future performance or results. They will not necessarily be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking statements speak only as of the date the statements are made and are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.
About Access to Money, Inc.
Access to Money, Inc. is one of the largest providers and non-bank operators of ATMs in the United States. With approximately 10,350 terminals under contract, its customers range from national specialty stores, retailers and credit unions to individual convenience stores, and are located throughout all 50 states.
About Cardtronics, Inc.
Cardtronics (NASDAQ: CATM) is the world’s largest retail ATM owner. The Company operates over 37,400 ATMs in the United States, the United Kingdom, Mexico, and the Caribbean, primarily with well-known retailers such as 7-Eleven, Chevron, Costco, CVS/pharmacy, ExxonMobil, Hess, Rite Aid, Safeway, Target, and Walgreens. Cardtronics also assists in the operation of approximately 4,500 ATMs under managed services contracts with customers such as Kroger, Travelex, and Circle K. In addition to its retail ATM operations, the Company provides services to large and small banks, credit unions, and prepaid card issuers, allowing them to place their brands on over 14,900 Cardtronics’ ATMs and providing surcharge-free access through Cardtronics’ Allpoint Network. www.cardtronics.com.