By Lisa Kerner
Charlotte, N.C., June 18 - CyberSource Corp. agreed to acquire Authorize.Net Holdings Inc. in a stock and cash transaction valued at approximately $565 million.
Under a definitive merger agreement, Authorize.Net shareholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock, as well as a pro-rata share of some $125 million in cash.
Both companies' boards of directors have approved the transaction, which is expected to close in late September or early October.
"This is an investment in growth and scale," CyberSource chairman and chief executive officer Bill McKiernan said in a company news release.
"We believe this combination creates a unique global platform to allow us to better serve the industry and positions CyberSource to support new business opportunities as more payment types migrate to web-based platforms."
McKiernan will remain chairman and chief executive officer of the combined entity, Scott Cruickshank will remain president and chief operating officer of CyberSource, and Roy Banks will remain president of Authorize.Net.
Robert Donahue, a member of the Authorize.net board, will join the board of CyberSource. Cruickshank agreed to resign from the CyberSource board.
Goldman Sachs & Co. advised CyberSource, and Jefferies Broadview, a division of Jefferies & Co. advised Authorize.Net.
CyberSource is an electronic payment and risk management solutions provider based in Mountain View, Calif.
Authorize.Net, located in Marlborough, Mass., provides internet protocol-based payment gateway solutions to merchants.
| Acquirer: | CyberSource Corp.
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| Target: | Authorize.net Holdings Inc.
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| Price per share: | 1.1611 shares of CyberSource common stock, plus pro-rata share of $125 million in cash
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| Announcement date: | June 18
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| Expected closing: | Late September or early October
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| Stock price for acquirer: | Nasdaq: CYBS: $12.90 on June 15
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| Stock price for target: | Nasdaq: ANET: $16.73 on June 15
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