Ingenico's interest in Hypercom could spoil company's deal with Thales

By Lisa Kerner

Charlotte, N.C., Feb. 12 - Hypercom Corp. chairman Norman Stout questioned the motives of Ingenico SA in proposing to acquire Hypercom for $6.25 per share on Feb. 8 after Ingenico brought the companies' discussions to the "public arena."

According to Stout, Hypercom had already agreed to begin negotiations and forwarded a draft confidentiality agreement along with preliminary terms of a deal.

Ingenico waited until the close of market on Feb. 11 to respond by letter, according to a Hypercom news release.

Hypercom, at the time of the offer, said it would consider Ingenico's proposal but would also continue moving forward on Hypercom's planned acquisition of Thales SA's e-Transactions business.

On Dec. 20, Hypercom announced it provided Thales with a binding offer to acquire its e-Transactions business line for $120 million in cash.

Thales has weighed in on the now-public matter with Ingenico, calling its competitor's actions a "transparent attempt" to disrupt "the beneficial transaction between Hypercom and Thales."

Ingenico's interest in Hypercom has caused delays as well as expense to Thales.

As a result, Thales is requiring Hypercom to execute and deliver a share purchase agreement with Thales before 10 p.m. ET on Wednesday.

Thales cautioned that if the timing is not respected, the company "cannot ensure it will be able to move forward with the current process," according to a letter included as part of a form 8-K filing with the Securities and Exchange Commission.

Hypercom notified Ingenico that unless it signs the agreement, the company is in jeopardy of losing its $10 million deposit on Thales' offer and exposing Hypercom to litigation.

Stout discouraged Ingenico's chief executive officer, Philippe Lazare, from writing more letters and asked him to instead call to discuss the matter in light of Hypercom's deadline with Thales.

Ingenico is a Puteaux-Cedex, France-based maker of payment processing terminals.

Thales e-Transactions delivers solutions to simplify and secure electronic card transactions. The company has offices in France, Belgium, Germany, Spain, Sweden and the United Kingdom.

Hypercom is a Phoenix electronic payment products manufacturing company.

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