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Published on 8/1/2007 in the Prospect News Special Situations Daily.

CyberSource, Authorize.Net merger clears waiting period hurdle ahead of schedule

By Lisa Kerner

Charlotte, N.C., Aug. 1 - The Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period in the proposed merger of CyberSource Corp. and Authorize.Net Holdings, Inc. The waiting period was scheduled to expire on Aug. 15.

CyberSource announced a definitive agreement on June 18 to acquire Authorize.Net in a stock and cash transaction valued at approximately $565 million, a company news release stated.

As previously reported, Authorize.Net shareholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock, as well as a pro-rata share of some $125 million in cash.

The transaction is expected to close early in the fourth quarter of 2007.

CyberSource chairman and chief executive officer Bill McKiernan will remain chairman and CEO of the combined entity. Scott Cruickshank will remain president and chief operating officer of CyberSource, and Roy Banks will remain president of Authorize.Net. Robert Donahue, a member of the Authorize.net board, will join the board of CyberSource. Cruickshank agreed to resign from the CyberSource board.

CyberSource is an electronic payment and risk management solutions provider based in Mountain View, Calif. Authorize.Net, located in Marlborough, Mass., provides internet protocol-based payment gateway solutions to merchants.


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