San Jose, CA - October 30, 2006 - Verifone Holdings, Inc. (NYSE: PAY; TASE: PAY) today announced the final results of elections made by Lipman Electronic Engineering Ltd. shareholders for the consideration to be received in Verifone’s acquisition of Lipman. The final results of elections are as follows:
- Mixed Elections: Lipman shareholders who validly elected the mixed election will receive one-half (0.50) share of Verifone common stock and $12.804 in cash for each Lipman ordinary share held;
- Stock Elections: Lipman shareholders who validly elected to receive all Verifone common stock will receive 0.9336 of a share of Verifone common stock for each Lipman ordinary share held;
- Cash Elections: Lipman shareholders who validly elected to receive cash consideration will receive approximately $18.467896 in cash and approximately 0.308195 of a share of Verifone common stock for each Lipman ordinary share held; and,
- Non-Elections: Lipman shareholders who did not make a valid election will, pursuant to the Merger Agreement, be deemed to have made the stock election and will receive 0.9336 of a share of Verifone common stock for each Lipman ordinary share held.
As contemplated by the merger agreement, the results of the all-cash election and all-stock election described above reflect proration calculations that preserve an overall mix of 0.50 of a share of Verifone common stock and $12.804 in cash for each outstanding Lipman ordinary share. The acquisition is expected to be completed on November 1, 2006, and Verifone expects that securities and cash accounts of Lipman shareholders will be credited promptly following the closing, taking into account the time required for transfers through any banks, brokers, custodians and other intermediaries through which such shareholders may hold their Lipman shares. About Verifone Holdings, Inc.
Verifone Holdings, Inc. (“Verifone”) (NYSE: PAY), a global leader in secure electronic payment technologies, provides expertise, solutions and services for today with a migration strategy for tomorrow. Verifone delivers solutions that add value to the point of sale, resulting in improved merchant retention and the generation of new sources of revenue for its partners and customers. Verifone solutions are specifically designed to meet the needs of vertical markets including financial, retail, petroleum, government and healthcare. CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical and factual information contained herein, the matters set forth in this news release, including the amount and type of merger consideration to be received and other statements identified by words such as "estimates," "expects," "projects," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the satisfaction of closing conditions contained in the merger agreement and other risk factors relating to our industry as detailed from time to time in each of Verifone's and Lipman's reports filed with the SEC, including each such company's most recent Annual Report on Form 10-K and Form 20-F, respectively. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, neither Verifone nor Lipman undertakes any obligation to update publicly any forward-looking statements herein, whether as a result of new information, future events or otherwise.