nFinanSe Inc. (Pink Sheets: NFSE) today announced that on November 30, 2012 stockholders, representing a majority of the voting power of the Company, approved by written consent the sale of substantially all of its assets to AccountNow, Inc. a leading provider of general purpose reloadable (GPR) prepaid cards in the direct-to-consumer sales channel.
As previously announced, the acquisition is being closed in phases: The First Closing, which occurred on November 30, 2012, involved the sale of the operational assets of nFinanSe to an entity wholly owned by AccountNow. Thereafter, assets of nFinanSe will consist solely of the stock of nFinanSe Payments Inc., the wholly-owned subsidiary of the Company that holds various state money transmitter licenses. As part of the transaction, AccountNow has an option to acquire the stock of nFinanSe Payments for a nominal payment at a Second Closing upon certain states granting approval for a change of control of its money transmitter licenses.
At the First Closing, $1 Million was paid primarily to satisfy certain Company liabilities. Additional payments may be received by the Company based on the amount of net revenues received by AccountNow as a result of its continued operation of the former nFinanSe operations. AccountNow can terminate these payments any time after the first anniversary of the Second Closing by making a lump sum formula-based payment of no less than $3 million. Further, in the event of a change of control of AccountNow before it has exercised its option to terminate the revenue sharing payments mentioned above, the Company shall be entitled to a pro-rata portion of the net sale proceeds of such change in control. AccountNow also has the right to discontinue the former nFinanSe operations at any time, in its sole discretion.
Based on the total consideration expected, only holders of nFinanSe Inc. Series F Convertible Preferred Stock are likely to participate in any proceeds from the acquisition, and it is highly unlikely that any proceeds will be available to holders of any other series of nFinanSe’s Convertible Preferred Stock or its Common Stock. After the Second Closing, nFinanSe Inc. will have no assets.
About AccountNow, Inc.
AccountNow, Inc. headquartered in San Ramon, California, is a leading provider of solutions for consumers who choose not to have traditional banking relationships. AccountNow’s innovative, money saving prepaid cards give consumers an alternative to traditional checking accounts, access to the financial and payments systems and FDIC insured deposits.
The nFinanSe Visa® Reloadable Prepaid Card is issued by First California Bank, Rancho Mirage, CA, Member FDIC, pursuant to a license from Visa Inc. The nFinanSe Discover® Reloadable Prepaid Card is issued by First California Bank, Rancho Mirage, CA, Member FDIC, pursuant to a license from Discover® Network. Discover® and the Discover acceptance mark are service marks used by First California Bank under license from Discover Financial Services. All cards funds are insured by the FDIC in accordance with the FDIC's applicable terms and conditions.
“Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995
This press release contains certain forward-looking statements based on nFinanSe Inc.’s, or, the Company’s current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words and include statements regarding the anticipated benefits of the Company’s products and the anticipated roll out of the Company’s products. Forward-looking statements in this release are based on information available to the Company as of the date hereof. The completion of the proposed investment transaction on the terms described in this release, or at all, is subject to risks and uncertainties associated with results of the investor’s due diligence review, successful negotiation of the definitive documentation, willingness of the investor to proceed with the transaction, ability to obtain regulatory and shareholder approvals as well as factors relating to the Company’s business, which include the Company’s ability to execute its business strategy and other risk factors. The Company assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Jerry Welch, 813-367-4811
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