Visa Inc.'s Registration Statement Declared Effective by SEC
14.09.2007, 16:18
San Francisco, September 13 (PROTEXT/PRNewswire) - Visa announced todaythat its registration statement on Form S-4 filed in connection with itsproposed restructuring was declared effective by the United StatesSecurities and Exchange Commission (SEC) on September 13, 2007.
Visa will now proceed with securing the required approval of memberfinancial institutions for the restructuring. The restructuringcontemplates a series of transactions by which Visa International, Visa USAand Visa Canada will become subsidiaries of a single stock corporation,Visa Inc. Visa Europe will remain a membership association and will becomea licensee of, and own a minority interest in, Visa Inc. The boards ofdirectors of Visa International, Visa USA, Visa Europe and Visa Canada haveapproved the restructuring agreement.
"We're grateful for the SEC's timely review of our registration statement,and we will immediately begin the member approval process in anticipationof closing the restructuring as soon as possible," said Joseph W. Saunders,Chairman and CEO.
About Visa: Visa operates the world's largest retail electronic paymentsnetwork providing processing services and payment product platforms. Thisincludes consumer credit, debit, prepaid and commercial payments, which areoffered under the Visa, Visa Electron, Interlink and PLUS brands. Visaenjoys unsurpassed acceptance around the world and Visa/PLUS is one of theworld's largest global ATM networks, offering cash access in local currencyin more than 170 countries.
For more information, visit http:// www.corporate.visa.com.
Additional Information and Where You Can Find It:
This communication is being made in respect of the proposed restructuring.In connection with the proposed restructuring, Visa has filed documentsregarding the proposed restructuring with the SEC, including a registrationstatement on Form S-4 containing a proxy statement-prospectus.
We urge members to read the definitive proxy statement-prospectus regardingthe proposed restructuring and any other relevant documents carefully andin their entirety because they contain important information about theproposed restructuring. The definitive proxy statement-prospectus has beenmailed to eligible members of Visa International, Visa USA and Visa Canada.You may obtain copies of any of these documents filed with the SEC thatcontain information about the proposed restructuring free of charge at theWeb site maintained by the SEC at www.sec.gov or from D.F. King & Co., 48Wall Street, New York, NY 10005.
This document shall not constitute an offer to sell or the solicitation ofan offer to sell or the solicitation of an offer to buy any securities, norshall there be any sale of securities in any jurisdiction in which suchoffer, solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such jurisdiction. No offerof securities shall be made except by means of a prospectus meeting therequirements of Section 10 of the Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. These statementsmay be identified by the use of words such as "will," "believes,""anticipates," "intends," "estimates," "expects," "projects," "plans" orsimilar expressions. Such forward-looking statements include, withoutlimitation, statements about the proposed restructuring and relatedtransactions, strategy, future operations, prospects, plans and objectivesof management and events or developments that we expect or anticipate willoccur. The forward-looking statements reflect Visa's current views andassumptions and are subject to risks and uncertainties, which may causeactual and future results and trends to differ materially from theforward-looking statements, including but not limited to ability to obtainapproval by Visa's members for the proposed restructuring and relatedtransactions; the successful completion of the restructuring and relatedtransactions; Visa's ability to achieve its strategic objectives; theoutcome of legal proceedings; uncertainties inherent in operatinginternationally; and the impact of law and regulations. Many of thesefactors are beyond Visa's ability to control or predict. Given thesefactors, you should not place undue reliance on the forward-lookingstatements.
Contact: Paul Cohen
Office: +1-415-932-2166
Hadley Wilkins
Office: +1-415-318-4199
Mobile: +1-415-710-7836
Visa Media Hotline
+1-415-932-2564
Web site: http://www.corporate.visa.com
Source: Visa
Paul Cohen of Visa, +1-415-932-2166, pcohen@visa.com; or Hadley Wilkins,Office: +1-415-318-4199, or Mobile: +1-415-710-7836,hadley.wilkins@fleishman.com, for Visa; or Visa Media Hotline,+1-415-932-2564