SAN JOSE, CA and VANCOUVER, April 11,
2017 /CNW/ - PayPal Holdings, Inc. (Nasdaq: PYPL) and TIO
Networks Corp. (TSXV: TNC), a cloud-based multi-channel bill
payment processing and receivables management company, today
announced that, at the special meeting of securityholders of TIO
held on April 10, 2017 (the
"Meeting"), securityholders of TIO overwhelmingly voted in favour
of a special resolution to approve the proposed transaction,
pursuant to which PayPal will indirectly acquire all of the issued
and outstanding shares of TIO by way of a court-approved plan of
arrangement (the "Arrangement").
Approval of the Arrangement required approval by: (i) 66⅔% of
the votes cast by shareholders present in person or represented by
proxy at the Meeting; (ii) 66⅔% of the votes cast by
securityholders present in person or represented by proxy at the
Meeting, with shareholders and optionholders voting together as a
single class; and (iii) a simple majority of the votes cast by
shareholders present in person or represented by proxy at the
Meeting, excluding the votes cast by such shareholders as are
required to be excluded pursuant to Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
At the Meeting, approximately 79.26% of the outstanding TIO
shares and TIO options were represented in person or by proxy, of
which 99.78% were voted in favour of the Arrangement.
Approximately 99.75% of the shareholders other than shareholders
whose votes were required to be excluded for the purposes of
"minority approval" under MI 61-101 voted in favour of the
Arrangement.
Completion of the Arrangement remains conditional on approval by
the Supreme Court of British
Columbia (the "Court"), obtaining regulatory approvals and
certain other closing conditions. TIO intends to apply for a
final order of the Court approving the Arrangement on April 13, 2017. Assuming that the
conditions to closing are satisfied and the necessary regulatory
approvals are obtained, it is expected that the closing of the
Arrangement will be completed in the second half of 2017.
Further information about the Arrangement is set forth in the
information circular and proxy statement in respect of the
shareholder meeting which has been filed under TIO's profile on the
System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com as well as on TIO's investor relations website at
http://corporate.tionetworks.com/.
About PayPal
Fueled by a fundamental belief that having access to financial
services creates opportunity, PayPal (Nasdaq: PYPL) is committed to
democratizing financial services and empowering people and
businesses to join and thrive in the global economy. Our open
digital payments platform gives PayPal's nearly 200 million active
account holders the confidence to connect and transact in new and
powerful ways, whether they are online, on a mobile device, in an
app, or in person. Through a combination of technological
innovation and strategic partnerships, PayPal creates better ways
to manage and move money, and offers choice and flexibility when
sending payments, paying or getting paid. Available in more than
200 markets around the world, the PayPal platform, including
Braintree, Venmo and Xoom, enables consumers and merchants to
receive money in more than 100 currencies, withdraw funds in 56
currencies and hold balances in their PayPal accounts in 25
currencies. For more information on PayPal, visit
https://www.paypal.com/about. For PYPL financial information, visit
https://investor.PayPal-corp.com.
About TIO Networks
TIO is a cloud-based multi-channel bill payment processing and
receivables management provider, serving the largest telecom,
wireless, cable, and utility bill issuers in North America. TIO integrates with the back
office of billing systems to accept, validate, and collect payments
via self-service kiosk, retail walk-in, mobile, and web solutions.
With approximately 60 million transactions processed in fiscal 2016
and a processing network that serves more than 10,000 billers, TIO
symbolizes fast, convenient, and secure access to expedited bill
payment services.
Visit www.tionetworks.com or join the conversation on Twitter
and Facebook.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward Looking Statements
This announcement contains "forward-looking" statements within
the meaning of applicable securities laws. Forward-looking
statements and information relate to future events and future
performance and reflect PayPal's and TIO's expectations regarding
the impact of the approval of the Arrangement by securityholders
and the Court, the timing of TIO's application for a final order of
the Court approving the Arrangement and the timing of the closing
of the Arrangement. Forward-looking statements may be identified by
words such as "seek", "believe", "plan", "estimate", "anticipate",
expect", "intend", and statements that an event or result "may",
"will", "should", "could", or "might" occur or be achieved and any
other similar expressions.
Forward-looking statements involve risks and uncertainties which
may cause actual results to differ materially from the statements
made. Factors that could cause or contribute to such differences
include, but are not limited to, the timing and possible outcome of
regulatory and court approvals in connection with the transaction,
the possibility that the transaction may not close, the reaction to
the transaction of TIO's customers and business partners, the
reaction of competitors to the transaction, the retention of TIO
employees, PayPal's plans for TIO, economic and political
conditions in the global markets in which PayPal and TIO operate,
the future growth of PayPal's and TIO's businesses and the
possibility that integration following the transaction may be more
difficult than expected. More information about these and other
factors can be found in PayPal Holdings, Inc.'s most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other filings with the Securities and
Exchange Commission (the "SEC"), and its future filings with the
SEC, and in TIO's Management's Discussion and Analysis for the
quarter ended January 31, 2016 filed
under TIO's SEDAR profile at www.sedar.com.
There are no assurances PayPal and TIO can fulfill
forward-looking statements and information. Such forward-looking
statements and information are only predictions based on current
information available to the respective management teams as of the
date that such predictions are made; actual events or results may
differ materially as a result of risks facing PayPal and TIO, some
of which are beyond PayPal's and TIO's control. Although PayPal and
TIO believe that any forward-looking statements and information
contained in this press release are based on reasonable
assumptions, readers cannot be assured that actual outcomes or
results will be consistent with such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements and information.
Neither PayPal nor TIO accept any responsibility for any
financial or operational information contained in this press
release relating to the business, results of operations or
financial condition of the other. Each of PayPal and TIO expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
SOURCE TIO Networks Corp.