UBPS to Acquire and Consolidate Three Business Payment Companies

PHILADELPHIA, PA | Universal Business Payment Solutions Acquisition Corporation ("UBPS" or the "Company") (NASDAQ: Common Stock:"UBPS", Units:"UBPSU", Warrants:"UBPSW"), a special purpose acquisition company, announced that it has entered into definitive agreements to acquire three profitable and growing companies to facilitate its strategy of providing end-to-end transaction processing services to small businesses:

  • Electronic Merchant Systems ("EMS¡"), a major credit and debit card sales organization;
  • Jet Pay LLC ("JetPay"), a top-15 U. S. credit and debit card processor according to Nilson; and
  • A D Computer Corporation ("AD Computer") and Payroll Tax Filing Services, Inc. ("Payroll Tax Filing"), related payroll processing and tax filing companies.
Mr. Bipin Shah, Chairman and CEO of UBPS, stated, ¡§When we formed UBPS the aim was to follow through on a simple concept ~ small business owners should be able to receive all of their business processing solutions in one place. After a thorough diligence and evaluation process, we feel we have succeeded in offering such solutions with the combination of UBPS and these three profitable and rapidly-growing companies. We believe this 'all encompassing' business processing model offers a unique solution not currently available to small business customers. We also worked very diligently at creating a structure that was both internally friendly for these three companies while also providing current and potential investors a valuation greater than that available through investment in other publicly-traded companies in the market.”

Details of Transaction

UBPS will acquire the three companies in a transaction valued at approximately $179 million, of which $104 million will be paid in cash, $38 million in newly issued UBPS common stock, and the balance as future payments in cash and UBPS stock (with $25 million of such future payments contingent on the achievement of certain targets). The cash portion of the consideration will be funded by a combination of a $60 million credit facility and UBPS cash held in trust.

The business combination is subject to approval by the Company’s stockholders, as well as regulatory approval and other customary closing conditions. Assuming these conditions are met, the business combination is expected to close early in the fourth quarter of this year.

Find the full announcement here



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