Attached files
 1
Visa Inc. Completes
Acquisition of CyberSource
July 21, 2010
Exhibit 99.2 |
 2
Forward-Looking Statements
•
Certain
statements
contained
in
this
presentation
are
forward-looking
statements
within
the
meaning
of
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended,
which
are
subject
to
the
“safe
harbor”
created
by
those
sections.
These
statements
can
be
identified
by
the
terms
“will”
and
similar
expressions
which
are
intended
to
identify
forward-looking
statements.
In
addition,
any
underlying
assumptions
are
forward-looking
statements.
Such
forward-looking
statements
include
but
are
not
limited
to
statements
regarding
certain
of
Visa’s
goals
and
expectations
with
respect
to
payments
volume,
revenue
from
outside
the
United
States,
transactions
processed
on
VisaNet,
revenue
from
new
offerings,
investments
in
key
services,
market
capitalization,
capital
expenditures,
eCommerce
growth,
dilution
of
earnings
per
share,
and
the
changes
in
those
items,
as
well
as
other
measures
of
economic
performance.
•
By
their
nature,
forward-looking
statements:
(i)
speak
only
as
of
the
date
they
are
made,
(ii)
are
not
guarantees
of
future
performance
or
results
and
(iii)
are
subject
to
risks,
uncertainties
and
assumptions
that
are
difficult
to
predict
or
quantify.
Therefore,
actual
results
could
differ
materially
and
adversely
from
those
forward-looking
statements
as
a
result
of
a
variety
of
factors,
including
the
risk
that
CyberSource’s
business
will
not
be
successfully
integrated
with
Visa’s
business;
costs
associated
with
the
merger;
CyberSource’s
continued
focus
on
gateway,
fraud
and
hosting
fees;
evolution
of
its
North
American
acquiring
business
into
a
referral
model;
Visa
Europe’s
use
of
CyberSource
as
a
service
provider
on
a
profit-sharing
basis;
and
the
other
factors
discussed
under
the
heading
“Risk
Factors”
in
our
most
recent
Annual
Report
on
Form
10-K
and
any
subsequent
Quarterly
Reports
on
Form
10-Q
or
Periodic
Reports
on
Form
8-K,
if
any.
You
are
cautioned
not
to
place
undue
reliance
on
such
statements,
which
speak
only
as
of
the
date
of
this
press
release.
Unless
required
to
do
so
under
U.S.
federal
securities
laws
or
other
applicable
laws,
we
do
not
intend
to
update
or
revise
any
forward-looking
statements. |
 3
Transaction Overview
On
July
21,
2010
Visa
completed
its
acquisition
of
CyberSource
for
$26.00
per
share,
or
a
total
of
approximately
$2.0
billion,
to
be
paid
with
cash
on
hand
Management
•
Michael
Walsh,
CyberSource
President
and
CEO,
will
continue
to
manage
the
business
•
William
McKiernan,
Executive
Chairman
and
Founder
of
CyberSource,
will
join
Visa
as
an
Executive
Advisor
•
CyberSource
management
team
committed
to
continuing
with
Visa
CyberSource
becomes
a
wholly-owned
subsidiary
of
Visa
Inc. |
 4
CyberSource
at a Glance
A Payment Management Company
•
Global
Processing
–
Multiple
payment
brands
•
Fraud Management
•
Payment Security Management
Global Operations
Blue Chip Customer / Partner Base
•
Approximately 300,000 customers
•
Approximately 4,700 active Channel Partners
Processed $120 B in 2009
•
One of every four dollars spent online in the U.S.
Leveraged Business Model
•
56% non-GAAP gross margin in Q4 2009
•
High recurring revenue
•
More than 90% recurring revenue
Great Reputation
•
High reliability
•
Strong security
•
World-class support
Enterprise
(CyberSource
solution)
•
Direct
•
Tech Partners
•
FI Referrals
Small Business
(Authorize.Net
solution)
•
ISO Channel
•
Developers/Affiliates
•
Direct |
 Information Classification as Needed
5
Acquirers & Payment
Processors Fraud Detection Services Payment Security
Services Merchant
Security
Transaction
Sales
Fraud
Fraud Mgmt
OMS
Fulfillment
CRM
Customer Svc
ERP
Finance
•
Multi-type
•
Multi-channel
•
Multi-geo
•
Systematic Fraud
•
Manual Review
•
Split Shipments
•
Downgrades
•
Payment Failures
•
Reversals/Credits
•
Add-on Sales
•
Account Inquiries
•
Reconciliation
•
Chargeback
Mgmt
•
PCI
Virtual Payment
Data Storage
Payments
–
Fraud
Management
–
Payment
Security
Mobile
Web
Call
Center
Kiosk
POS
Services Connections & Integration
5
Workflow Automation & Intelligence |
 6
Strategic Aspirations for 2015
Aspiration
By 2015, Visa will…
Accelerate
electronification
Reach X% payments volume share of global PCE
Diversify
geographically
Generate 50% of revenue from outside U.S.
Embed processing
Ensure X% of all our transactions are
processed on VisaNet
Enter new
businesses
Drive X% of revenue from offerings that Visa does
not have commercialized in the market today
Differentiate
value proposition
Prioritize its investments in services that drive
unique value and can be monetized in negotiations
Maximize
shareholder value
Be a global top 75 company by market capitalization |
 7
Strategic Rationale
Combined assets will support Visa’s long-term
eCommerce
growth by:
•
Accelerating
category growth and driving use
of Visa core payment products online
•
Using
Visa’s infrastructure and client relations to drive
global expansion and global payment reach
•
Building
on CyberSource’s
merchant relationships to
grow Visa
eCommerce
solutions
•
Delivering
best-in-class fraud management and payment
security solutions
•
Enabling
merchants to take advantage of the migration
of eCommerce
to mobile devices |
 8
Financial Considerations
Financing Approach
•
Financed from available cash supported by strong free cash flow
Premium Paid
•
Consistent with high-growth tech companies
•
Significant goodwill and intangibles
Expected Dilution Impact
•
Approximately 4-5¢
in Q4 fiscal 2010
•
Slightly dilutive in fiscal 2011
Revenue Assumptions
•
Primary focus on gateway, fraud and hosting fees
•
North American acquiring business to evolve to referral model
consistent with Visa’s B-to-B focus
•
Visa Europe will use CyberSource
as a service provider on a
profit sharing basis |