18 LEXPERT MAGAZINE
|
APRIL/MAY 2017
BIG DEALS
DEALS ANALYSIS
19
19
Total Deals Published
7
Corporate Finance
21
12
Mergers & Acquisitions
21
6
Cross-border Transactions
21
BIG DEALS
TRANSACTION VITALS
ANNOUNCED: 10/3/2016
CLOSED: 1/6/2017
TECHNIQUE: PLAN OF ARRANGEMENT
ACQUIRER TYPE: US ACQUIRER
SOUGHT: 100%
ARLAN GATES
BAKER & MCKENZIE LLP
TORONTO
(FOR CARDTRONICS)
KEVIN ROONEY
BAKER & MCKENZIE LLP
TORONTO
(FOR CARDTRONICS)
JOHN MERCURY
BENNETT JONES LLP
CALGARY
(FOR DIRECTCASH)
BRENT KRAUS
BENNETT JONES LLP
CALGARY
(FOR DIRECTCASH)
On January 6, 2017, DirectCash Payments Inc. ("DirectCash")
completed an arrangement under the Business Corporations Act (Al-
berta) involving Cardtronics plc ("Cardtronics") in which an affiliate
of Cardtronics acquired all of the issued and outstanding common
shares of DirectCash for cash consideration of $19.00 per common
share. Together with the repayment of DirectCash's third party in-
debtedness (including the redemption of all of the issued and out-
standing 8.125-per-cent senior unsecured notes of DirectCash due
August 8, 2019), this represents a transaction value of approximately
$623 million (US$464 million), net of estimated cash acquired and
certain debt prepayment expenses.
DirectCash is a leading global ATM services provider, with ap-
proximately 25,000 ATMs. In addition, the company is known as a
leading provider of point-of-sale terminals and prepaid cards. It has
primary operations in Canada, Australia and the United Kingdom
and established footprints in New Zealand and Mexico. DirectCash
was previously traded on the TSX under the symbol "DCI."
Cardtronics is the world's largest non-bank ATM operator, provid-
ing services to approximately 225,000 ATMs across its network in
North America, Europe and Asia-Pacific. It provides the physical con-
duit through which consumers interact with their funds and finan-
cial institutions. Cardtronics is listed on the NASDAQ as "CATM."
e deal establishes Cardtronics as a major player in Canada with
11,000 ATMs in the Canadian market.
DirectCash was represented by its in-house legal team led by Aimie
Killeen (Global General Counsel) and Paul Carbonelli (Corporate
Counsel). Bennett Jones LLP acted as legal counsel to DirectCash
with a team led by John Mercury and Brent Kraus, and including
John Lawless, Tessa Guenther and Kris Simard (capital markets and
M&A), Greg Johnson and Anu Nijhawan (tax), Adam Kalbfleisch
and Kyle Donnelly (competition) and John Gilmore (employment).
Cardtronics was represented by its in-house legal team led by
Roger Craig (General Counsel) and Dilshad Kasmani (Assistant
General Counsel). Baker & McKenzie LLP acted as legal counsel
to Cardtronics with a team led by William Davis II and Lee Mc-
Intyre, and including Kevin Rooney, Steve Park, Alex Farcas and
Kevin Schott (capital markets and M&A, North America), Arthur
Apos and Chris Taylor (M&A, Australia), Alejandro Pérez-Serrano
and Jorge Ledesma-Garcia (M&A, Mexico), Nick O'Donnell and
Kiki Tienstra (M&A, UK), Samantha Mobley, Keith Jones and
Alex Stratakis (antitrust/merger control, UK), Brian Burke, Arlan
Gates and Yana Ernak (antitrust/merger control, North America),
Peter Clark and Lesley Kim (tax, North America), Jonathan Cocker
(regulatory, North America), and Jeremy Hann and Claire-Marie
Colantuoni (employment, North America). David Quigg of Quigg
Partners acted as legal counsel to Cardtronics regarding New Zea-
land M&A matters.
COMPILED BY GENA SMITH
DIRECTCASH PAYMENTS COMPLETES
PLAN OF ARRANGEMENT WITH CARDTRONICS
