Conference Call August 19, 2010 MasterCard's Acquisition of DataCash Exhibit 99.2 |
Forward-Looking Statements Statements in this presentation that are not historical facts, including statements about MasterCard’s proposed acquisition of DataCash and plans about strategies, beliefs and expectations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on reasonable assumptions, plans, estimates and expectations, and are not guarantees of future performance. They are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. MasterCard undertakes no obligation to publicly update or revise any forward- looking statement. The risks and uncertainties relating to the forward-looking statements in this presentation include those described under the caption “Risk Factors” and “Forward-Looking Statements” in the Company’s most recent Form 10- K, Form 10-Qs and/or any Form 8-Ks filed or furnished with the U.S. Securities and Exchange Commission. Page 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDITION |
• DataCash is a leading European e-Commerce gateway/payment service provider • Acquisition price of £ 333 million, or 360 pence per share – Financed from MasterCard’s available cash • Expected closing by the end of October 2010 – Subject to certain conditions including approval by DataCash shareholders • Acquisition in line with MasterCard’s e-Commerce strategy, and expands its existing e-Commerce gateway services Acquisition of DataCash by MasterCard Page 3 |
Leading Service Provider • One of the leading European e-Commerce gateways/payment service providers • Develops and provides outsourced electronic payments solutions, fraud prevention, alternative payment options and back office services for merchants selling via multiple channels • Processed 240 million gateway transactions for more than 1,400 merchants in 2009 2009 Financial Performance • Revenue of £36.9 million • EBITDA of £17.1 million and EBITDA Margin of 46% Strong Business Fit • Robust technology platform for payment processing and fraud management • Significant potential to cross-sell fraud protection services via MasterCard’s distribution channels Other • Headquartered in London with offices in Dublin, Mannheim and Cape Town • Public since 1996 and listed on AIM DataCash Overview Note: Financials based on IFRS accounting Page 4 |
• The interface between the merchant and its acquirer as the transaction moves to the payments network • Enables online merchants to: – Accept many types of payments across multiple markets – Expand their geographic customer base – Benefit from additional services such as fraud prevention, currency management, user authentication and back office services What is an E-Commerce Gateway? Page 5 |
Strategic Rationale • Drive growth of e-Commerce category in tandem with MasterCard’s acquirer relationships to increase penetration in new and existing markets • Expand and enhance MasterCard’s existing MIGs gateway to provide merchants with new market reach and access to new service offerings • Leverage MasterCard’s network and global presence to expand adoption of DataCash’s products and services beyond western Europe • Combine DataCash’s and MasterCard’s fraud capabilities and expertise • Deliver new products to market with minimal integration challenges for merchants Page 6 |
• MasterCard to acquire all of DataCash’s outstanding equity for a total value of £333 million or 360 pence per share – 54% premium to DataCash’s August 18 th closing price – DataCash has no outstanding debt and is net cash positive • Transaction financed using available cash with expected closing by the end of October 2010 • Expected financial impact – 4Q2010: approximately 5 cents dilutive to EPS – FY2011: breakeven – FY2012: accretive Financial Considerations Page 7 |
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