EX-99.2
Concord/STAR Merger Agreement
Key Message Points
October 9, 2000
Terms of Merger Agreement
- Star Systems will become a wholly-owned subsidiary of Concord
- At closing, Concord will issue 24.75 million unregistered shares of common
stock for all the outstanding shares of Star Systems' common stock
- Expected to be completed during the first half of 2001
- Subject to pre-merger review by the Federal government pursuant to the
Hart/Scott/Rodino Act
Related Issues
- Merger agreement received unanimous approval of Star Systems board members,
who collectively represent approximately 97% of Star Systems' outstanding
shares
- Majority of Star Systems board members have signed long-term (through
2004), assignable contracts with STAR
- Concord anticipates a disciplined process to eliminate the stock overhang
in 2001
Overall Rationale for Merger
- Combine Concord's processing strengths with Star Systems' access strengths
into a superior product/service offering for financial institutions,
retailers and consumers
- Combined strengths of Concord's MAC; network and Star Systems' STARsm
network provide broad geographic coverage, improved efficiencies, and "best
of breed" products and services
- Apply both companies' PIN-secured debit payment expertise to create a
national debit network which will promote growth in on-line debit at retail
locations and via the Internet
Benefits to Concord
- Increases accessibility for STAR member financial institutions to services
available such as Concord's ATM, debit card, and agent bank processing
services
- Creates opportunity for internal cost reductions due to synergies across
the network businesses
- Ability to offer improved access services and new products to MAC
membership
Benefits to STAR
- Ability to offer a broader array of processing products to STAR membership,
including enhanced ATM terminal driving, payroll processing, and turn-key
agent bank services
- Enhanced resources to support development of new products and services for
network membership
Benefits to Financial Institution Issuers
- Availability of new products and services for cardholders
- Potential for fee reductions for financial institutions that are currently
members of MAC, Cash Station and STAR networks
- Cost efficiencies due to simplified network administration
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Benefits to Financial Institution Acquirers
- Access to a much larger cardholder base for transactions
- Cost efficiencies due to simplified network administration and consolidated
network links
- Availability of competitive alternative to other national payment providers
Benefits to Retailers
- Access to a much larger cardholder base for payment transactions
- Cost efficiencies due to simplified network rules administration and
consolidated network links
- Availability of competitive alternative to other national payment cards
Benefits to Consumers
- Increased location convenience
- Ability to use card for payments nationally and through new channels (such
as the Internet)
- Access to new and improved on-line services
Brands
- MAC and STAR brands will co-exist for some period of time
- Current plans for brand transition in MAC (Cash Station) and STAR (HONOR)
networks will proceed as communicated to members previously
Organization
- STAR will continue to operate under the leadership of Ron Congemi
Geography
- The geographic coverage of the STAR and MAC networks is complementary
- STAR operates primarily in 22 states in the West, Southwest and Southeast,
plus D.C.
- MAC operates primarily in 9 states in the Northeast and Midwest
Service Commitment
- During the coming months, customers of both Concord and Star Systems can
rely on continued delivery of excellent service
