NetSpend stockholders voted to approve the prepaid card marketer's acquisition by Total System Services, clearing the way for the payments processor to complete the deal in mid-2013.
The June 18 vote was rescheduled twice after a pair of shareholder lawsuits challenged the value of the proposed $1.4 billion all-cash transaction. A special meeting of NetSpend stockholders to vote on the TSYS acquisition was originally scheduled for May 22, but it was delayed until May 31. The second meeting was adjourned without a vote on the acquisition.
Approximately 52.6 million, or 99.47% of the voting shares represented at the meeting, approved the acquisition plan, while nearly 229,000 shares cast votes against the measure, according to a NetSpend regulatory filing with the Securities and Exchange Commission. The total number of stock shares that were represented in person or by proxy included a small number of abstention and broker non-votes.
Once complete, the acquisition will provide issuer clients of TSYS with an option to offer general purpose reloadable cards. The deal should also let merchant clients of TSYS offer reloadable payroll cards to their employees.
The shareholder lawsuits were filed in Delaware and Texas and name both NetSpend and TSYS. The parties reached a settlement wherein NetSpend and TSYS amended the terms of the acquisition to make it easier for NetSpend to get out of the deal if it received a better offer from another potential acquirer.
The termination fee that NetSpend would have to pay TSYS was lowered, to $44 million from $52.6 million, and the notice period that the payment processor has to match a competing proposal was reduced, to three days from five.
If the acquisition is terminated because NetSpend shareholders dont approve the deal, the amended agreement reduces the amount of time TSYS can claim a termination fee. Also, TSYS waived a provision of the proposal that allowed it to delay consummation of the deal for up to 12 business days after all closing conditions are met.
TSYS spokesman Cyle Mims declined to comment on the outcome of the vote, citing the still-pending nature of the acquisition, only saying that the vote is one of several steps needed to meet closing requirements, and "we still anticipate closing in mid-2013."