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Mastercard Reaches Agreement To Buy Earthport In GBP 233 Mln Deal

Mastercard UK Holdco Limited, an indirectly wholly-owned subsidiary of Mastercard Inc. (MA), and Earthport plc (EPO.L) said that they reached agreement on the terms of a recommended all cash offer by Mastercard UK for the entire issued and to be issued ordinary share capital of Earthport.

As per the terms of the Acquisition, Earthport Shareholders will be entitled to receive 33 pence in cash for each Earthport Share.

The Acquisition values the entire issued and to be issued ordinary share capital of Earthport at approximately 233 million pounds on a fully diluted basis, and represents a premium of approximately 10 per cent to the offer price of 30 pence per Earthport Share from Visa which was announced on 27 December 2018.

Mastercard believes that the Offer of 33 pence per Earthport Share in cash is compelling and urged Earthport Shareholders to take no action in relation to the Visa Offer.

The Earthport Directors recommend unanimously that Earthport Shareholders accept the Offer (or, if (with the consent of the Panel and subject to the terms of the Cooperation Agreement) Mastercard UK exercises its right to implement the Acquisition by way of a Scheme, vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the relevant general meeting of Earthport Shareholders).

In light of the Earthport Directors' recommendation of the Acquisition, Earthport has withdrawn its recommendation of the Visa Offer and proposes to adjourn the Earthport Shareholder meetings convened for 21 February 2019 to consider the Visa Offer.

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