March 17, 5:10 EDT-CyberCash, Inc. and ICVERIFY, Inc. Announce Plans To Merge
Company Press Release
SOURCE: CyberCash, Inc.
CyberCash and ICVERIFY Merge To Create Powerful Network of Software
and Services for Electronic Commerce Solutions
RESTON, Va., March 17 /PRNewswire/ -- CyberCash, Inc. (Nasdaq: CYCH - news) and
ICVERIFY, Inc., announced today that they have reached an agreement in principle to merge the
two companies. The shareholders of ICVERIFY will receive in the transaction $16 million in cash
and 2.3 million shares of CyberCash common stock. The consummation of the transaction is subject
to negotiation of a binding agreement and certain other conditions.
The combined company will be the clear market leader in Internet payment solutions. CyberCash's
Internet offerings will be tightly integrated with ICVERIFY's physical world products, providing
customers with a wide variety of features and an easy migration path between the physical and
virtual worlds.
Following the merger, which is expected to be completed in the second quarter of 1998, ICVERIFY
would become a wholly owned subsidiary of CyberCash, Inc. F. Thomas Aden will remain President
and Chief Executive Officer of ICVERIFY. He will also serve as an Executive Vice President of
CyberCash. Steve Elefant, ICVERIFY co-founder and Chairman will become Vice Chairman of
CyberCash. Eric Buchbinder, the other co-founder, will become Senior Vice President, Advanced
Technology.
CyberCash, Inc.
CyberCash was a pioneer in developing technology and services to enable merchants and billers to
accept payments on the Internet. The Company has designed and implemented a suite of payment
systems that provide merchants not only with the ability to authorize and settle payment card
transactions, but to accept electronic equivalents of cash and check payments. It is currently one of
a handful of companies worldwide that has developed a complete system for the Secure Electronic
Transactions (SET) protocol.
''The beauty of this merger is that it combines two companies that have been converging to the same
point from two different sides of the payments industry,'' said Bill Melton, CEO of CyberCash.
''ICVERIFY began its life creating 'shrink wrapped' payment software solutions for merchants with
physical stores. It has built on that base to produce a world-class software product for mail order and
Internet merchants. CyberCash began its life creating payment solutions for Internet merchants, and
though it has focused on the Internet, it has begun to broaden its own offerings in ways that could
offer value to merchants in the mail order and physical world. Together we will be able to offer
merchants and financial institutions a broad and rich set of payment solutions.''
Melton also said, ''The merged companies will achieve a critical mass that puts us in the strongest
possible strategic position to capitalize on the projected rapid growth of commerce on the Internet. It
should also make us a very attractive partner for banks seeking to offer Internet payments
capabilities to their customers. In addition, ICVERIFY has built a solid and growing business around
its excellent products for physical world merchants. We are looking forward to combining our
marketing resources with theirs in building that business.''
ICVERIFY, Inc.
ICVERIFY has based much of its strategy on the move toward open architecture PC-based cash
registers. This trend has enabled it to develop flexible software-based payment solutions offering far
more features and functions than closed proprietary hardware solutions. Recognizing the
opportunities offered by the growth of Internet commerce, ICVERIFY built on its physical world
software platform to create NetVERIFY, a software payment solution for Internet merchants.
''We are very excited about the merger,'' said ICVERIFY CEO, Tom Aden. The strategic fit
between the two companies makes the deal a natural. Once we began to study what a combined
company would look like, and the strengths it could bring to the marketplace, the merger seemed
almost inevitable.''
According to Steven Elefant, Chairman and co-founder of ICVERIFY, ''Our focus has been on
providing software to enable payments electronically. CyberCash has been primarily a provider of
payment-related services. By offering a menu of software and services, together we will be able to
offer merchants and financial institutions a complete, end-to-end solution for electronic payments.''
The product lines of both CyberCash and ICVERIFY will continue. When the companies integrate, it
is anticipated the product lines will evolve together in future development efforts. The Companies
will leverage their engineering, customer service and marketing forces to create critical mass for
growth in the electronic commerce payment solutions marketplace.
In addition to their U.S. base, both CyberCash and ICVERIFY also have a strong presence in
Europe and Asia. CyberCash is deploying its payment services in the United Kingdom through
Barclays Bank, in Germany through CyberCash, GmbH, a joint venture with several German banks,
and in Japan through CyberCashKK. ICVERIFY, GmbH has a sales and marketing organization
headquartered in Munich that addresses Europe, the Middle East and Africa.
About ICVERIFY, Inc.
ICVERIFY, Inc. is a privately held venture capital-funded corporation with U.S. headquarters in
Oakland, California and European headquarters in Munich, Germany Founded in 1989, the company
is the leading provider of software solutions for authorizing credit card, purchasing card, debit/ATM
card and check transactions for merchants. More then a quarter-million points-of-sale including web
commerce sites, Internet service providers, retail stores and catalog companies use ICVERIFY's
software products For more information about ICVERIFY, please visit icverify.com.
ICVERIFY is a U.S registered trademark of ICVERIFY, Inc.
About CyberCash, Inc.
CyberCash, Inc., headquartered in Reston, Virginia, USA, is a pioneer and leading provider of
technology and services that allow secure payment transactions on the Internet. The Company
offers a complete suite of Internet payment solutions including a payment card service which
supports credit, debit and purchase cards, an innovative electronic cash service which enables
micropayments and other cash transactions and a secure electronic check service which allows
consumer-to-business and business-to-business payments from a bank account. CyberCash is traded
on the Nasdaq Stock Market, under the symbol CYCH. CyberCash's Web address is
cybercash.com
This press release contains statements that are forward-looking. They are based on the Company's
current expectations, and are subject to a number of uncertainties and risks. The Company's actual
results may differ materially. The uncertainties and risks include the pace of growth of Internet
commerce, the development by the Company and its competitors of new products and services,
strategic decisions by major participants in the industry, competitive pricing pressures, legal and
regulatory developments and general economic conditions. Further information about these and other
relevant risks and uncertainties may be found in the Company's report on Form 10-K and its other
filings with the Securities and Exchange Commission, all of which are available from the Commission
and from the Company's worldwide web site cybercash.com, as well as other sources.
To receive CyberCash's latest news and corporate developments via fax at no cost, please call
1-800-PRO-INFO. Use company code CYCH.
SOURCE: CyberCash, Inc.
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