Jeffrey S. Sloan, the current Chief Executive Officer of Global Payments, will continue to
serve as Chief Executive Officer of the surviving entity.
The Merger Agreement provides that, as of the Effective Time, the surviving
entity will have dual headquarters in Atlanta, Georgia and Columbus, Georgia. The name of the surviving entity will be “Global Payments Inc.” and the surviving entity’s card issuer processing business conducted by TSYS prior to the
Effective Time will continue to be conducted under the TSYS name.
The Merger Agreement also contemplates that Global Payments will submit
a proposal to its shareholders to amend its Articles of Incorporation to declassify its board of directors, such that each director of the surviving entity will be elected at each annual meeting of shareholders for a term expiring at the next annual
meeting of shareholders and upon the election and qualification of his or her successor (the “Global Payments Declassification”). Subject to shareholder approval of the Global Payments Declassification and the effectiveness thereof,
Global Payments’ Bylaws will be correspondingly amended as well. In connection with the completion of the Merger, Global Payments’ Articles of Incorporation will also be amended to increase the number of authorized shares of Global
Payments Common Stock from 200 million to 400 million.
The Merger Agreement contains customary representations and warranties
from both Global Payments and TSYS, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business during the interim period between the execution of the Merger Agreement and the
Effective Time, (2) its obligation to call a meeting of its shareholders to approve the Merger Agreement and, in the case of Global Payments, the Global Payments Declassification, (3) its obligation, subject to certain exceptions, to
recommend that its shareholders approve the Merger Agreement and (4) its non-solicitation obligations related to alternative acquisition proposals.
The completion of the Merger is subject to customary conditions, including (1) approval of the Merger Agreement by TSYS’
shareholders and by Global Payments’ shareholders, (2) authorization for listing on the New York Stock Exchange of the shares of Global Payments Common Stock to be issued in the Merger, subject to official notice of issuance, (3) the
expiration or termination of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain required regulatory approvals, (4) effectiveness of
the registration statement on Form S-4 for the Global Payments Common Stock to be issued in the Merger, and (5) the absence of any law, order, injunction, decree or other legal restraint preventing the
completion of the Merger or making the completion of the Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy
of the representations and warranties of the other party, (b) subject to certain exceptions, performance by the other party of its obligations under the Merger Agreement and (c) receipt by such party of an opinion from its counsel to the
effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement provides certain termination rights for both Global Payments and TSYS and further provides that a termination fee of
$860 million will be payable by either Global Payments or TSYS, as applicable, upon termination of the Merger Agreement under certain circumstances.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations,
warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other
time, and
