CyberSource Corp., a provider of electronic payment and risk management solutions, has reached an agreement to acquire Authorize.Net Holdings Inc., a provider of Internet protocol-based payment solutions formerly known as Lightbridge Inc.
The stock and cash transaction was valued at approximately $565 million at the close of the Nasdaq Global Market System June 15.
"This is an investment in growth and scale," said Bill McKiernan, CyberSource Chairman and Chief Executive Officer, in a prepared statement. "This combination helps secure our leadership position ... and positions CyberSource to support new business opportunities as more payment types migrate to Web-based platforms."
Under the agreement, Authorize.Net shareholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock.
Shareholders will also receive a pro rata share of approximately $125 million in the form of a cash payment from the combined cash assets of both businesses. The payment is estimated to be about $4.25 per share.
In a conference call June 18, McKiernan said CyberSource shareholders will own 53% of the combined company; Authorize.Net shareholders will own 47%.
The agreement was approved by the boards of directors of both companies. Subject to obtaining shareholder and regulatory approval, the transaction is expected to close in late September or early October 2007.
According to McKiernan, the two solution providers collectively processed approximately 1.1 billion transactions in 2006, representing $65 billion of e-commerce.
McKiernan represented the deal as a merger of very complementary businesses with divergent markets. CyberSource has approximately 20,000 customers, primarily mid-sized and enterprise entities. Authorize.Net has over 175,000 customers, mostly small businesses.
"The fit of these two companies, from virtually every perspective, is outstanding," said Robert Donahue, Authorize.Net Holdings President and CEO.
McKiernan said the acquisition will allow both companies to leverage their success as a single entity in the Web-based payments industry.
Bill McKiernan will become Chairman and CEO of the combined entity. Scott Cruickshank will remain President and Chief Operating Officer of CyberSource. Roy Banks will stay on as Authorize.Net Corp. President.
Robert Donahue, a member of Authorize.Net's board of directors, will join the board of directors of CyberSource. Scott Cruickshank has agreed to resign from the CyberSource board.
Twelve jobs are expected to be eliminated when Authorize.Net closes its Marlborough, Mass., office at the completion of this transaction. According to McKiernan, this move will save the company between $4 million and $6 million.
As a result of this acquisition, Authorize.Net will not acquire Payment Services Interactive Gateway Corp. Its nonbinding offer to do so expired June 15.
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