Verifone's Stockholders Approve Acquisition of Lipman
September 15, 2006
San Jose, CA
San Jose, CA - September 15, 2006 - Verifone Holdings, Inc. (NYSE: PAY) announced that at a special meeting today its stockholders overwhelmingly voted to approve its acquisition of Lipman Electronic Engineering Ltd.
At the Verifone special meeting more than 99.5 percent of the shares represented were voted in favor of the issuance of Verifone stock in the transaction, constituting a substantial majority of the outstanding Verifone shares. The acquisition had previously been approved by the Lipman shareholders in a special meeting held on September 14.
“We are very pleased by the strong support for the transaction from both Verifone and Lipman shareholders,” said Douglas G. Bergeron, chairman and chief executive officer of Verifone. “This combination will provide Verifone with the product breadth, global reach and R&D capabilities to drive significant value for shareholders, customers and employers. We look forward to completing the Lipman acquisition on November 1, 2006, as planned.”
The acquisition remains subject to a 30-day waiting period under Israeli law following the Lipman shareholder approval and the parties intend to announce shortly a timetable for other pre-closing events, including the record and payment dates for the Lipman special dividend and the election deadline.
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.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of Verifone Holdings, Inc. and Lipman Electronic Engineering Ltd. For a list and description of such risks and uncertainties, see our filings with the Securities and Exchange Commission (the “SEC”). Verifone are under no obligation to, and expressly disclaim any obligation to, update or alter their forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.
Important Additional Information
In connection with the proposed transaction, Verifone filed a registration statement on Form S-4 (Registration No. 333-134928), including a proxy statement of Verifone, with the Securities and Exchange Commission (the “SEC”) that was declared effective on August 8, 2006. Investors and securityholders are urged to read the registration statement, including the proxy statement (and all amendments and supplements to it) and other materials that Verifone may file with the SEC when they become available, because they contain important information. Investors and securityholders will be able to obtain free copies of the registration statement, including the proxy statement, as well as Verifone’s other filings, without charge, at the SEC’s Web site (www.sec.gov) when they become available. Copies of Verifone’s filings may also be obtained without charge from Verifone at Verifone’s Web site (www.verifone.com) or by directing a request to: Verifone Holdings Inc., 2099 Gateway Place, Suite 600, San Jose, CA 95110 (Tel: +1-408-232-7800, Attention: Director, Corporate Development & IR). Verifone, Lipman and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Verifone’s directors and executive officers is available in Verifone’s 2005 Annual Report on Form 10-K filed with the SEC on December 20, 2005 and Verifone’s proxy statement for its 2006 annual meeting of stockholders, filed with the SEC on February 17, 2006, and information regarding Lipman’s directors and executive officers is available in Lipman’s 2005 Annual Report on Form 20-F filed with the SEC on March 9, 2006. Additional information regarding the interests of such potential participants is included in the registration statement and proxy statement, and the other relevant documents filed with the SEC.