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Visa: N E W S R E L E A S E

The following excerpt is from the company's SEC filing.

Visa Inc. to Acquire Visa Europe

Strategic Acquisition to Create One Global Company That Further Extends Visas Payment Leadership;

Adds Approximately 3,000 European Issuers, over 500M Card Accounts and more than 1.5 trillion in

Payments Volumes to Visa Inc. Portfolio

Foster City, Ca., and London, UK, November 2, 2015

Visa Inc. (NYSE: V) and Visa Europe Ltd. today announced a definitive agreement for Visa Inc. to acquire Visa Europe, creating a single global company. The transaction consists of upfront consideration of

16.5 billion with the potential for an additi onal earn-out of up to

4.7 billion payable following the fourth anniversary of closing, for a total value of up to

21.2 billion. The upfront consideration comprises

11.5 billion of cash and preferred stock convertible into Visa Inc. class A common stock valued at

5 billion.

Both companies boards were unanimous in their support of the transaction. The transaction is subject to regulatory approvals and is expected to close in Visa Inc.s fiscal third quarter of 2016.

As a result of the combination, European clients will have greater access to Visa Inc.s scale and resources and global clients will have a more seamless experience. Additionally, European clients will benefit from direct access to Visa Inc.s investments in innovative technology and differentiated products and services.

The transaction capitalizes on strong growth opportunities in a highly attractive region. It positions the combined Visa to create value through increased scale, efficiencies realized by the integration of both businesses, and benefits related to Visa Europes transition from an association to a for-profit enterprise.

Visa Europe, an association owned and operated by member banks and other payment service providers, is the payments leader in Europe. At the end of fiscal full-year 2015, there are more than 500 million Visa cards issued across Europe. The association is responsible for more than

1.5 trillion in payments volumes, processes over 18 billion transactions annually, and partners with approximately 3,000 financial institutions in 38 countries.

At the initial conversion rate, the shares of Visa Inc. preferred stock issued in the transaction will be convertible into an aggregate of 78,654,400 shares of class A common stock, valued at approximately

5.0 billion based on the average trading price of the class A common stock of $71.68, and the average Euro/Dollar exchange rate of 1.12750, each for the 30 trading days ended October 19, 2015.

We are very excited about unifying Visa into a single global company with unmatched scale, technology and services, said Charles W. Scharf, chief executive officer, Visa Inc. This transaction is beneficial for financial institutions, acquirers, merchants, cardholders, and other partners, as well as for our employees and shareholders. The Visa Europe team has done a tremendous job building a leading payments system that is trusted and respected across Europe, and together we will bring the power of electronic payments to more people, in more places, than ever before.

Visa is a great global brand with a proud history and exciting future. Visa Europe has delivered impressive results over recent years and the Board believes that it is the right time to reunite these two very healthy businesses under common management. The deal will unlock significant value for members both through the consideration paid and because the Board believes a combined Visa will be better positioned to serve the needs of customers going forward. We are confident that Visa Inc. is committed to long term investment and development of the European business, said Gary Hoffman, Chairman of the Visa Europe Board.

Nicolas Huss, CEO Visa Europe added: Integrating into one global business will ensure we have the financial strength and operational scale necessary to accelerate the next generation of payments throughout Europe. This will enable us to deliver world class solutions to our clients and open up exciting professional opportunities for our employees.

The transaction will position the combined business to take advantage of a significant growth opportunity. In Europe an estimated 37 percent, or USD $3.3 trillion, of personal consumption expenditure is still done via cash and check. Europe has also been an early adopter of mobile payments, which analysts predict will see strong growth in the future given the widespread availability of Near Field Communication technology. Visa Inc. has aggressively launched new mobile payment partnerships, platforms and products that will enable faster growth and adoption of mobile payments in Europe. This includes new

tokenization services

, support for

digital wallets and wearables

, strategic investments in other enabling technologies,

ecommerce

P2P payment capabilities

, as well as the opening of several

global...


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