8-KOther Events

Mastercard Inc 8-K Report (Jul 12, 2002)

Filed July 12, 2002For Securities:MA

Summary

This 8-K filing from MasterCard Inc. announces the completion of its acquisition of Europay International S.A. ("Europay"), effective June 28, 2002. This strategic transaction involved MasterCard acquiring the remaining 100% of Europay shares not previously owned. The deal was executed through a Share Exchange and Integration Agreement, where Europay shareholders exchanged their shares for Class A redeemable and Class B convertible common stock of MasterCard Incorporated. This integration is a significant step, consolidating MasterCard's global reach and operational capabilities. Furthermore, the filing details a corporate restructuring where MasterCard International was merged with a wholly-owned subsidiary, MasterCard Merger Sub, Inc., with MasterCard International surviving. This merger also involved the conversion of membership interests into MasterCard Incorporated stock. The company has registered the newly issued shares under the Securities Act of 1933 and has provided incorporated exhibits including the merger and integration agreements, financial statements of Europay, and pro forma combined financial information, offering investors a comprehensive view of the transaction's financial implications and legal framework.

Key Highlights

  • 1MasterCard Incorporated has successfully acquired 100% of Europay International S.A. not previously owned, consolidating its ownership.
  • 2The acquisition was completed on June 28, 2002, pursuant to a Share Exchange and Integration Agreement dated February 13, 2002.
  • 3Europay shareholders received Class A redeemable and Class B convertible common stock of MasterCard Incorporated in exchange for their Europay shares.
  • 4A related merger transaction involved MasterCard International merging with MasterCard Merger Sub, Inc., with MasterCard International being the surviving entity.
  • 5The issuance of new MasterCard Incorporated stock to facilitate these transactions was registered under the Securities Act of 1933.
  • 6The filing incorporates significant exhibits, including the Share Exchange and Integration Agreement, Merger Agreement, Europay's historical financial statements, and pro forma combined financial statements.
  • 7A news release dated July 1, 2002, announcing the completion of these transactions is also included as an exhibit.

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