Summary
GLOBAL PAYMENTS INC. (GPN) filed an 8-K on May 28, 2019, to announce a significant strategic development: the execution of a Merger Agreement with Total System Services, Inc. (TSYS). This filing signals the intention for TSYS to merge with and into Global Payments, creating a larger entity in the payment processing industry. The press release and accompanying investor presentation, both attached as exhibits, provide further details on this transformative transaction, including its strategic rationale and anticipated benefits.
Key Highlights
- 1Global Payments Inc. (GPN) and Total System Services, Inc. (TSYS) have entered into a definitive Agreement and Plan of Merger.
- 2The proposed transaction involves the merger of TSYS with and into Global Payments.
- 3This announcement marks a significant strategic move for Global Payments, aiming to combine operations with TSYS.
- 4A joint press release and investor presentation were issued on May 28, 2019, detailing the merger.
- 5The filing incorporates these documents by reference, making them available to investors for review.
- 6The company has included extensive "Forward-Looking Statements" disclaimers regarding the uncertainties and risks associated with the merger.
- 7Information regarding the registration of securities and upcoming proxy statements/prospectuses is also outlined.
Frequently Asked Questions
The primary purpose of this 8-K filing is to publicly announce that Global Payments Inc. has entered into a Merger Agreement with Total System Services, Inc. (TSYS) to merge the two companies.
The merger is expected to result in TSYS being merged with and into Global Payments. Further details on the strategic rationale and financial benefits are available in the provided press release and investor presentation.
More detailed information can be found in the Joint Press Release (Exhibit 99.1) and the Investor Presentation (Exhibit 99.2) attached to this 8-K filing. Additionally, Global Payments will file a registration statement on Form S-4, which will include a joint proxy statement/prospectus, and investors are urged to review these documents when available on the SEC's website or the companies' respective websites.
The filing includes a comprehensive section on 'Forward-Looking Statements' that outlines various risks and uncertainties. These include, but are not limited to, obtaining regulatory approvals, shareholder approvals, integration challenges, potential business disruptions, retention of key personnel, and economic or political conditions. Investors are advised to consult the risk factors detailed in the companies' most recent 10-K and 10-Q filings for a more in-depth understanding.