Net 1 Announces Increased Offer to Acquire Prism Holdings Limited
03 März 2006 - 5:26PM
PR Newswire (US)
JOHANNESBURG, South Africa, March 3 /PRNewswire-FirstCall/ -- Net 1
UEPS Technologies, Inc. (NASDAQ:UEPS) (the "Company") announced
today that it has increased the amount of its offer to acquire
Prism Holdings Limited ("Prism") to ZAR1.16 per share from ZAR1.02
per share (approximately $.19 from $.17, respectively at the
current ZAR:$ exchange rate). As required by South African
regulations, Prism has issued a press release in South Africa, the
text of which follows: UPDATE IN RESPECT OF FIRM INTENTION BY NET1
TO MAKE A CASH OFFER TO ACQUIRE ENTIRE ISSUED SHARE CAPITAL OF
PRISM 1. INTRODUCTION Shareholders are referred to the joint
announcement by Prism and Net1 Applied Technologies South Africa
Limited ("Net1") in which shareholders were advised that Net1 had
submitted to the board of directors of Prism (the "Prism board") a
notice of Net1's firm intention to make an offer to acquire all the
issued ordinary share capital of Prism (the "Net1 offer") for a
consideration of R1,02 per Prism share. The Net1 offer is to be
implemented by way of a scheme of arrangement in terms of s311 of
the Companies Act 61 of 1973, as amended ("the Scheme") 2. INCREASE
IN NET1 OFFER CONSIDERATION Net1 has agreed to increase the
consideration payable in terms of the Net1 offer to R1,16 in cash
for each Prism share. The Net1 offer has been made subject to a
resolutive condition, the effect of which is that if a competing
offer is received by the Prism board or made by a third party prior
to the implementation of the Scheme which results in Prism
shareholders who have on or before 3 March 2006 furnished written
undertakings to support the Net1 offer withdrawing their
undertakings and, as a result, Prism shareholders holding less than
40% of the Prism's shares remain bound by such undertakings, Net1
may withdraw the Net1 offer. Prism has agreed to extend the date
for the completion by Net1 of its preliminary due diligence
investigation to 17 March 2006. Prism has further agreed to
increase the break fee to R6 865 000 which will be payable by Prism
to Net1 if the Net1 offer fails due to a competing offer or bid
being made and accepted by Prism shareholders which results in a
change of control (being in excess of 45%) of Prism within 6 months
of the date on which the scheme or the Net1 offer fails or is
withdrawn. Save for the alterations to the Net1 offer as set out in
this paragraph 2, the remaining terms and conditions of the Net1
offer remain as detailed in paragraph 3 of the Prism announcement
dated 9 February 2006. 3. FULFILMENT OF CONDITIONS TO POSTING OF
NET1 OFFER Net1 made the posting of its offer circular subject to
(i) the conclusion of satisfactory arrangements relating to the
treatment of Prism's existing incentive scheme and to the
incorporation of Prism employees into the Net1 Group's employee
incentive program, as appropriate and (ii) the conclusion between
Net1 and Prism of an implementation agreement incorporating the
terms and conditions set out in the announcement and such other
terms as are reasonably acceptable to Net1 and Prism. Prism
shareholders advise that the aforesaid conditions to the posting of
the Net1 offer have been fulfilled. 4. SALIENT DATES AND
DOCUMENTATION A circular, containing full details of the Net1
offer, including the scheme documentation, will be posted to Prism
shareholders by 2 April 2006. 5. FURTHER ANNOUNCEMENTS Further
announcements pertaining to the Net1 offer, including the salient
dates of each of the offers, will be published on the Security
Exchange News Service of the JSE and in the press in due course.
About Net1 (http://www.net1ueps.com/) Net1 provides its universal
electronic payment system, or UEPS, as an alternative payment
system for the unbanked and under-banked populations of developing
economies. The Company believes that it is the first company
worldwide to implement a system that can enable the estimated four
billion people who generally have limited or no access to a bank
account to enter affordably into electronic transactions with each
other, government agencies, employers, merchants and other
financial service providers. To accomplish this, the Company has
developed and deployed the UEPS. This system uses secure smart
cards that operate in real-time but offline, unlike traditional
payment systems offered by major banking institutions that require
immediate access through a communications network to a centralized
computer. This offline capability means that users of Net1's system
can enter into transactions at any time with other card holders in
even the most remote areas so long as a portable offline smart card
reader is available. In addition to payments and purchases, Net1's
system can be used for banking, health care management,
international money transfers, voting and identification. This
announcement may contain forward-looking statements pursuant to the
"safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve a
number of risks and uncertainties, including, without limitation,
the following: * the conditions to the offer may not be satisfied
and the transaction may not be completed; and * the risk that if
the Company does complete the transaction, the Company may not be
successful in expanding its product lines or operations,
integrating the operations of Prism with the Company, or otherwise
achieving the benefits the Company expects to derive from the
acquisition. These forward-looking statements are not guarantees of
future performance or events and are subject to risks and
uncertainties that can cause actual results to differ materially
from the results contemplated by such forward- looking statements.
The Company undertakes no obligation to revise any of these
statements to reflect future circumstances or the occurrence of
unanticipated events. DATASOURCE: Net 1 UEPS Technologies, Inc.
CONTACT: William Espley, Investor Relations of Net 1 UEPS
Technologies, Inc., Telephone: +1-604-484-8750, or Toll Free:
+1-866-412-NET1 (6381) Web site: http://www.net1ueps.com/
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