PayPal to Acquire Xoom
2015-07-01 21:32:00.107 GMT
PayPal to Acquire Xoom
Entry into $600 Billion International Money Transfer Market^1 with Leading
Technology Solution
Expands Services for PayPal’s Customers and Accelerates Time-to-Market in Key
International Markets
Business Wire
SAN JOSE, Calif. & SAN FRANCISCO -- July 1, 2015
PayPal, Inc. and Xoom Corporation (NASDAQ:XOOM), a digital money transfer
provider, today announced a definitive agreement under which PayPal will
acquire Xoom for $25 per share in cash or an approximate $890 million
enterprise value. The transaction represents a premium of 32% over Xoom’s
three-month volume-weighted average price and was unanimously approved by the
Boards of Directors of both companies, as well as the Board of eBay Inc.,
PayPal’s parent company.
Xoom is a leader in international remittances enabling customers in the United
States to send money to, and pay bills for, family and friends around the
world in a secure, fast and cost-effective way, using their mobile phones,
tablets or computers.
Dan Schulman, President of PayPal, said, “Expanding into international money
transfer and remittances aligns with our strategic vision to democratize the
movement and management of money. Acquiring Xoom allows PayPal to offer a
broader range of services to our global customer base, increase customer
engagement and enter an important and growing adjacent marketplace. Xoom’s
presence in 37 countries – in particular, Mexico, India, the Philippines,
China and Brazil – will help us accelerate our expansion in these important
markets.”
John Kunze, President and Chief Executive Officer of Xoom, remarked, “Becoming
part of PayPal represents an exciting new chapter for Xoom, which will help
accelerate our time-to-market in unserved geographies and expand the ways we
can innovate for customers. Being part of a larger, global organization will
help us deliver the best possible experience to our customers, while
maximizing value for our shareholders.”
Expected Strategic Benefits of the Xoom Acquisition
* Extends PayPal’s offering to its customers: Broadens PayPal’s consumer
offering to its 68 million active U.S. customers by cross-selling Xoom’s
services.
* Accelerates time-to-market: Xoom’s proprietary and fast “funds-out”
network enables PayPal to enter this growing marketplace with a leading
technology solution with strong presence in key international markets.
* Enables expansion into new markets: Allows Xoom to expand its portfolio of
send-markets by leveraging PayPal’s wider international network.
* Delivers a strong technology platform: Xoom’s compelling and reliable
technology platform and consumer experience are coupled with its excellent
customer service.
Financial Highlights of Acquisition
Due to anticipated one-time integration costs, the completion of the
transaction is expected to be slightly dilutive to PayPal’s non-GAAP earnings
per share for FY 2016. PayPal intends to fund the transaction with cash on its
balance sheet.
Upon closing of the acquisition, Xoom will operate as a separate service
within PayPal. The acquisition is expected to close in the fourth quarter of
2015, subject to customary closing conditions, including Xoom stockholder
approval, the expiration or early termination of the applicable pre-merger
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and the receipt of certain consents relating to Xoom’s money transmitter
licenses.
Holders of approximately 18% of Xoom's outstanding shares, including all
executive officers and directors of Xoom and certain entities affiliated with
Sequoia Capital, have entered into voting and support agreements with PayPal
pursuant to which they have agreed to vote in favor of the transaction.
J.P. Morgan Securities LLC is acting as financial adviser to PayPal, while
Sidley Austin LLP is acting as its legal adviser with regard to the
transaction. Qatalyst Partners is acting as financial adviser to Xoom, while
Goodwin Procter LLP is acting as its legal adviser.
About PayPal
At PayPal, we put people at the center of everything we do. Founded in 1998,
we continue to be at the forefront of the digital payments revolution,
processing almost 12.5 million payments for our customers per day. PayPal
gives people better ways to connect to their money and to each other, helping
them send money without sharing financial information and with the flexibility
to pay using their PayPal account balances, bank accounts, PayPal Credit and
credit cards. With our 165 million active customer accounts, we have created
an open and secure payments ecosystem people and businesses choose to securely
transact with each other online, in stores and on mobile devices. PayPal is a
truly global payments platform that is available to people in 203 markets,
allowing customers to get paid in more than 100 currencies, withdraw funds to
their bank accounts in 57 currencies and hold balances in their PayPal
accounts in 26 currencies.
PayPal is in the process of being separated from eBay Inc. (NASDAQ:EBAY). Upon
completion of the separation, which is expected to occur on July 17, 2015,
PayPal will be an independent, publicly traded company listed on the NASDAQ
Stock Market under the ticker “PYPL.” More information about PayPal can be
found at www.paypal.com and www.paypal-corp.com. More information about the
planned separation of eBay and PayPal can be found at update.ebayinc.com.
About Xoom
Xoom is a leading digital money transfer provider that enables consumers to
send money, pay bills and send mobile reloads to family and friends around the
world in a secure, fast and cost-effective way, using their mobile phone,
tablet or computer. During the 12 months ended March 31, 2015, Xoom’s more
than 1.3 million active customers sent approximately $7.0 billion with Xoom.
The company is headquartered in San Francisco and can be found online at
www.xoom.com.
Forward Looking Statements
This announcement contains forward-looking statements, including statements
about the expected impact of this transaction on PayPal’s and Xoom’s financial
and operating results and business, the operation and management of Xoom after
the acquisition, the anticipated funding for the transaction, and the timing
of the closing of the acquisition. Although PayPal and Xoom believe that the
assumptions upon which their respective forward-looking statements are based
are reasonable, these statements involve risks and uncertainties, and actual
results could differ materially from those discussed. Factors that could cause
or contribute to such differences include, but are not limited to, the receipt
and timing of regulatory approvals for the transaction, the possibility that
the transaction may not close, the reaction to the transaction of Xoom’s
customers and business partners, the reaction of competitors to the
transaction, the retention of Xoom employees, PayPal’s plans for Xoom,
economic conditions in the global markets in which PayPal and Xoom operate,
the future growth of Xoom’s and PayPal’s businesses and the possibility that
integration following the transaction may be more difficult than expected.
More information about these and other factors can be found in PayPal
Holdings, Inc.’s Registration Statement on Form 10, as amended from time to
time, and its future filings with the Securities and Exchange Commission (the
“SEC”), and Xoom’s most recent Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC.
Neither PayPal nor Xoom accept any responsibility for any financial or
operational information contained in this press release relating to the
business, results of operations or financial condition of the other. Each of
PayPal and Xoom expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statement is based.
Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction
involving PayPal and Xoom. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or the solicitation
of any vote or approval. The proposed merger will be submitted to Xoom
stockholders for their consideration. In connection therewith, Xoom intends to
file relevant materials with the SEC, including a proxy statement on Schedule
14A. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders may obtain copies of the proxy statement, any amendments
or supplements thereto, and other documents containing important information
about Xoom, once such documents are filed with the SEC, free of charge at the
SEC’s website at http://www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by Xoom on
Xoom’s investor relations website at https://ir.xoom.com or by contacting Xoom
investor relations at IR@xoom.com.
Participants in Solicitation
Xoom and its directors and executive officers may be deemed to be participants
in the solicitation of proxies of Xoom stockholders in connection with the
proposed transaction. Information about the directors and executive officers
of Xoom is set forth in Xoom’s definitive proxy statement for its 2015 annual
meeting of stockholders filed with the SEC on April 14, 2015 and in subsequent
documents to be filed with the SEC, each of which can be obtained free of
charge from the sources indicated above. Other information regarding Xoom’s
participants in the solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in
the proxy statement relating to the proposed transaction and other relevant
materials to be filed by Xoom with the SEC when they become available.
^1 The World Bank Global Remittances 2016 estimate
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150701006690/en/Contact:
For PayPal
Investors:
Tracey Ford,
Senior Director, Investor Relations
tford@paypal.com
Media:
Martha Cass, 416-860-6213
Director, Corporate Communications
mcass@paypal.com
or
For Xoom
Investors:
Sharrifah Al-Salem,
Director, Investor Relations
sharrifah.alsalem@xoom.com
Media:
Theresa Pasinosky,
Senior Director, Global Brand Marketing
theresa.pasinosky@xoom.com
-0- Jul/01/2015 21:32 GMT