PURCHASE, N.Y., June 15 /PRNewswire-FirstCall/ -- Following approval of
its amended and restated certificate of incorporation at its 2007 Annual
Meeting of Stockholders, MasterCard Incorporated (NYSE: MA) today released
the details of its previously announced plan to facilitate an accelerated
and orderly conversion of Class B common stock into Class A common stock
for subsequent sale to the public in 2007.
(Logo: http://www.newscom.com/cgi-bin/prnh/20061031/MCLOGO )
Through "conversion transactions," current holders of shares of Class B
common stock who elect to participate will be eligible to convert up to an
aggregate of 13.4 million Class B shares on a one-for-one basis into shares
of Class A common stock for subsequent sale to public investors. The first
conversion window will extend from 12:00 a.m. Eastern Daylight Time on
Saturday, August 4, 2007 through 11:59 p.m. Eastern Daylight Time on
Friday, October 5, 2007.
Holders of Class B common stock, which represent the Company's
financial institution customers, will be eligible to convert during the
first conversion window up to 100% of shares held as of the record date of
June 8, 2007, but not more than the greater of 17,000 or 15% of shares held
as of the record date.
At MasterCard's Annual Meeting of Stockholders, held on June 7, 2007,
Class A, Class B and Class M stockholders approved an amendment to the
Company's amended and restated certificate of incorporation, which allows
these 2007 actions to be implemented. Based upon a previously announced
Board decision that was contingent on this approval, the company also
expects to proceed with the repurchase of up to $500 million of Class A
common stock in open-market transactions in 2007.
"We are pleased that our stockholders approved this proposal, allowing
us to manage our capital structure in a manner that we believe creates
value for all shareholders," said MasterCard President and Chief Executive
Officer Robert W. Selander.
The conversion of Class B shares to Class A shares will be handled by
Mellon Investor Services, LLC, the Company's transfer agent. A Mellon
website sponsored by the Company will be established to allow owners of
Class B shares to elect to participate in the program. To facilitate the
orderly entry of shares into the market, the newly issued Class A shares
will be sold by Mellon Securities, LLC. More comprehensive details about
the process will be forthcoming in a letter to Class B stockholders.
Forward-Looking Statements
Statements contained in this communication that are not historical
facts are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These forward-looking statements include, but are not limited to,
statements that the amendment to MasterCard Incorporated's certificate of
incorporation and the related transactions will allow the company to manage
its capital structure in a manner that creates value for all shareholders
and other statements identified by words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "will," "should,"
"may," or words of similar meaning. These forward-looking statements are
based upon the current beliefs and expectations of MasterCard
Incorporated's management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond the control of
MasterCard Incorporated. In addition, these forward-looking statements are
subject to assumptions with respect to future business strategies and
decisions that are subject to change. Actual outcomes may differ materially
from the anticipated outcomes discussed in these forward-looking
statements.
The following factors, among others, could cause actual outcomes to
differ materially from the anticipated outcomes or other expectations
expressed in the forward-looking statements: changes in global, political
and economic conditions; legal or regulatory developments; and changing
market conditions. Additional factors that could cause actual outcomes to
differ materially from those expressed in the forward-looking statements
are discussed in MasterCard Incorporated's 2006 Annual Report on Form 10-K
filed with the SEC on February 28, 2007, Quarterly Report on Form 10-Q for
the three months ended March 31, 2007 filed with the SEC on May 2, 2007 and
Current Reports on Form 8-K filed during 2007 which are available at the
SEC's Internet site (http://www.sec.gov). MasterCard Incorporated disclaims
any obligation to publicly update or revise any forward-looking
information.
About MasterCard Incorporated
MasterCard Incorporated advances global commerce by providing a
critical economic link among financial institutions, businesses,
cardholders and merchants worldwide. As a franchisor, processor and
advisor, MasterCard develops and markets payment solutions, processes over
16 billion transactions each year, and provides industry-leading analysis
and consulting services to financial institution customers and merchants.
Through its family of brands, including MasterCard(R), Maestro(R) and
Cirrus(R), MasterCard serves consumers and businesses in more than 210
countries and territories. For more information go to http://www.mastercard.com.
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