 Source: CardinalCommerce Corporation Date: August 09, 2011 08:00 ET | |
Alipay is the Latest Payment Brand to be Enabled Through Cardinal's Patented eCommerce Payment Platform, Centinel(R) | |
MENTOR, Ohio, Aug. 9, 2011 (GLOBE NEWSWIRE) -- CardinalCommerce Corporation, the worldwide leading provider of payment brands, today announced the addition of Alipay to its eCommerce platform, Cardinal Centinel.
Cardinal Customers can now have immediate access to the large number of Chinese shoppers who desire international goods through Cardinal Centinel®, the patented Universal Merchant Platform. With registered users numbering over 550 million, Alipay is China's first third-party online payment platform to offer a cross-border online payment solution.
"We are excited to announce the addition of Alipay to Cardinal Centinel," said Mike Keresman, Chief Executive Officer, CardinalCommerce. "Alipay's dedication to creating a simple, secure, and speedy online payment solution parallels Cardinal's philosophy. We are confident the thousands of Centinel merchants and our future Customers can grow their international businesses rapidly with Alipay."
About Alipay
Alipay (www.alipay.com) is China's leading third-party online payment platform. It provides a simple, secure and speedy way for millions of individuals and businesses to make and receive payments on the Internet. As of December 2010, Alipay had more than 550 million registered users and facilitated around 8.5 million transactions daily. Alipay is an affiliate of Alibaba Group.
About CardinalCommerce
CardinalCommerce Corporation is the global leader in enabling authenticated payments, secure transactions, and alternative payment brands for both eCommerce and mobile commerce.
Cardinal Centinel®* enables payment brands such as Verified by Visa, MasterCard® SecureCode™, Alipay, Amazon Payments™, Bill2Phone™, Bill Me Later®, ClickandBuy®, Cred-Ex®, Ebates™, eBillme™, eLayaway™, Google™ Checkout, Green Dot® MoneyPak®, Mazooma™, Moneybookers™, MyECheck, NACHA® Secure Vault Payments (SVP), NetCash®, NYCE SafeDebit®, OneTouch Online Purchasing™, Paymate, paysafecard, PayPal™, RialtoPay, SafetyPay™, TeleCheck®, Ukash™, and more to a network of thousands of merchants and merchant service providers.
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***HSBC to sell business at 8.75% premium to gross customer loan balances, resulting in consideration of US$32.7bn based on 30 June 2011 figures***
***HSBC’s post-tax gain on sale estimated to be US$2.4bn based on 30 June 2011 figures***
***US remains a key market with an internationally focused business aligned with Group strategy***
NEW YORK--(BUSINESS WIRE)--HSBC (NYSE:HBC):
The sale
HSBC, through its indirect, wholly owned subsidiaries, HSBC Finance Corporation, HSBC USA Inc., HSBC Technology and Services (USA) Inc. and other wholly owned affiliates, has agreed to sell its card and retail services business in the United States (the ‘Business’) to Capital One Financial Corporation (‘Purchaser’).
The Business to be sold is HSBC’s monoline US credit card and private label credit card business comprising gross customer loan balances together with certain real estate and other assets and liabilities. Included in the sale are the Business’s MasterCard, Visa, private label and other credit card operations. The products of the Business are offered throughout the United States primarily via strategic affinity and co-branding relationships, merchant relationships, direct mail and via the internet. All HSBC employees in the Business will be offered the opportunity to join the Purchaser.
As at 30 June 2011, the value of the gross assets of the Business was US$30.4bn, including US$29.6bn of gross customer loan balances. The unaudited profit before and after tax of the Business for the half year ended 30 June 2011 was US$1.0bn and US$0.6bn, respectively. The unaudited profit before tax of the Business for the financial years ended 31 December 2009 and 2010 was US$0.6bn and US$2.0bn, respectively. The unaudited profit after tax for the same periods was US$0.4bn and US$1.3bn, respectively.
The Business to be sold does not include HSBC Bank USA’s US$1.1bn credit card programme. HSBC Bank USA will continue to offer credit cards to its customers.
The transaction is subject to various conditions including, among others, the receipt of applicable governmental and regulatory approvals.
Commenting on the transaction, Stuart Gulliver, HSBC Group Chief Executive, said: “This transaction continues the execution of the strategy we announced at our Investor Day on 11 May to focus our US business on the international needs of customers in Commercial Banking, Global Banking & Markets, Retail Banking and Wealth Management and onshore Global Private Banking. Although dilutive in the short term, this transaction will reduce Group risk-weighted assets by up to US$40bn which, together with an estimated post-tax gain on sale of US$2.4bn, will allow capital to be redeployed over time.”
He added: “HSBC is pleased to be working with Capital One on this transaction, given its strong commitment to maintaining relationships with HSBC’s customers, as well as its credit card and retail merchant partners. All our employees will be offered the opportunity to join Capital One and I would like to take this opportunity to thank the management team and employees for their dedication and wish them every success for the future.”
HSBC and the Purchaser expect no immediate changes to HSBC card programmes and operations. HSBC customers will experience no change in service in the near term and should continue to use their cards in the same way they do today.
Reasons for the sale
At the HSBC Investor Day on 11 May 2011, it was announced that a strategic review of the Business was underway. The Business has performed strongly through the financial cycle but it is not aligned with HSBC Group strategy.
The sale of the Business and the recently announced disposal of 195 branches, primarily in upstate New York, are important steps in building an internationally focused business. The United States remains a key market aligned with HSBC’s strategy.
Following these transactions, HSBC’s US business will have a focus on international business through: (i) an expanding Commercial Banking franchise; (ii) Global Banking and Markets; (iii) a focused Retail Banking and Wealth Management business serving the needs of our Premier and other customers; and (iv) an onshore Private Banking business providing investment opportunities in emerging markets.
The sale agreement
An agreement for the sale of the Business was entered into on 10 August 2011 among each of HSBC Finance Corporation, HSBC USA Inc., HSBC Technology and Services (USA) Inc. and the Purchaser.
It is expected that closing of the transaction will take place in the first half of 2012.
Consideration
The consideration payable by the Purchaser to HSBC will be equal to the following and payable in cash except as mentioned below:
- a premium equal to 8.75% of gross customer loan balances of the Business as at closing; plus
- the face value as at closing of the gross customer loan balances of the Business which transfer to the Purchaser; plus
- the aggregate value as at closing of all real estate which transfers to the Purchaser as determined by an independent appraiser, plus the aggregate net book values as at closing of certain other identified assets of the Business which transfer to the Purchaser; less the aggregate net book value as at closing of reward programme liabilities and other liabilities specifically assumed relating to the Business.
Based on figures as at 30 June 2011, the total consideration would be approximately US$32.7bn, including a premium of approximately US$2.6bn.
The consideration attributable to the premium may, at the option of the Purchaser, be paid in cash or a combination of cash and common stock (par value US$0.01 per share) of the Purchaser (‘Consideration Shares’). Any portion of the consideration to be satisfied in Consideration Shares will be subject to a maximum value of US$750m determined by reference to a price per Consideration Share of US$39.23, which represents the average of the closing prices of the existing shares of the Purchaser on the New York Stock Exchange on 8 and 9 August. This would represent a maximum of approximately 19.1m Consideration Shares. To the extent that HSBC receives Consideration Shares in payment, the current intention is to sell the Consideration Shares when appropriate taking into account, among other things, prevailing market conditions.
The Consideration Shares will be received in a private placement with US SEC registration rights that will permit the shares (subject to customary exceptions) to be sold free of any restrictions under the US securities laws and to be approved for listing on the New York Stock Exchange. HSBC is not subject to any lock-up agreement requiring it to hold the shares for any period after receipt.
The consideration will be paid on closing based on an estimated closing statement with adjustments made following closing based on agreed final closing statements. Based on the current portfolio of the Business, more than half of the customer loan balances subject to the transaction will require partner consent to transfer to the Purchaser. To the extent such consents are not obtained, these partner relationships and related customer loan balances will not transfer and corresponding adjustments will be made to the consideration to be paid by the Purchaser. The premium payable to HSBC by the Purchaser, however, will not be reduced if such consents are not obtained.
HSBC’s Board of Directors believes the terms of the transaction are fair and reasonable and in the interests of shareholders as a whole. The aggregate consideration was arrived at after arm’s length negotiations and having taken into account the value of the component elements of the Business and the reasons for the sale set out above.
Conditions and termination rights
The transaction is conditional upon the satisfaction or waiver of various conditions including, among others, the receipt of applicable governmental and regulatory approvals.
The sale agreement is subject to customary termination provisions and may be terminated by either party at any time after 10 May 2012 if the transaction has not completed on or by that date.
Financial impact of the transaction
It is estimated that the post-tax gain on sale based on 30 June 2011 figures and calculated on an IFRS basis would be approximately US$2.4bn, largely comprising the gross value of consideration less the carrying value of the assets less liabilities being transferred less tax.
Based on 30 June 2011 figures, it is estimated that the sale of the Business would reduce risk-weighted assets at an HSBC consolidated level by up to US$40bn under UK regulatory rules. Together with the post-tax gain on sale of approximately US$2.4bn, this would lead to an increase in the HSBC consolidated core tier 1 capital adequacy ratio as at 30 June 2011 of up to 60 basis points from 10.8% to 11.4%.
The proceeds received from the sale of the Business are expected to be used for the repayment of debt, capital redeployment subject to regulatory approval, and for other general corporate purposes.
By Order of the Board
R G Barber
Group Company Secretary
R G Barber
Group Company Secretary
HSBC Holdings plc
Incorporated in England with limited liability. Registered in England: number 617987
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Incorporated in England with limited liability. Registered in England: number 617987
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
10 August 2011
Stock Code: 5
Information on HSBC
HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London. The Group serves customers worldwide from around 7,500 offices in over 80 countries and territories in Europe, the Asia-Pacific region, North and Latin America, the Middle East and Africa. With assets of US$2,691bn at 30 June 2011, HSBC is one of the world’s largest banking and financial services organisations.
Information on the Purchaser
Capital One Financial Corporation (www.capitalone.com) is a diversified financial services holding company whose subsidiaries had US$126.1bn in deposits and US$199.8bn in total assets outstanding as of 30 June 2011. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients. Capital One serves banking customers through approximately 1,000 branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol ‘COF’ and is included in the S&P 100 index
Miscellaneous
The transaction constitutes a Class 2 transaction for HSBC under the Listing Rules of the UK Financial Services Authority and a discloseable transaction for HSBC under the Hong Kong Listing Rules.
The Board of Directors of HSBC Holdings plc as at the date of this announcement are: D J Flint, S T Gulliver, S A Catz†, L M L Cha†, M K T Cheung†, J D Coombe†, R A Fairhead†, A A Flockhart, J W J Hughes-Hallett†, W S H Laidlaw†, J R Lomax†, I J Mackay, G Morgan†, N R N Murthy†, Sir Simon Robertson†, J L Thornton† and Sir Brian Williamson†.
† Independent non-executive Director
To the best of the knowledge, information and belief of the Directors of HSBC having made all reasonable enquiries, the Purchaser, a widely held New York Stock Exchange listed company, is a third party independent of HSBC and its connected persons (as defined under the Hong Kong Listing Rules).
HSBC continues to run-off its consumer lending and mortgage services business in the US; as at 30 June 2011, the customer loans and advances in these portfolios were US$53bn.
Forward-looking Statements
This announcement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, the sale price, HSBC’s and the Business’s financial position, business strategy, plans and objectives for future operations. Words such as ‘may’, ‘will’, ‘should’, ‘would’, ‘could’, ‘appears’, ‘believe’, ‘intends’, ‘expects’, ‘estimates’, ‘targeted’, ‘plans’, ‘anticipates’, ‘goal’ and similar expressions and variations are intended to identify forward-looking statements but should not be considered as the only means through which these statements may be made. These forward-looking statements represent HSBC’s expectations or beliefs concerning future events and involve known and unknown risks and uncertainty that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, the timing of closing under the sale agreement or the failure of one or more of the conditions to closing to be satisfied, the performance of HSBC and the Business through the date of the closing, the performance by other parties of their obligations under the sale agreement, the receipt and timing of regulatory and third party consents to the transactions, the Purchaser’s future share price, HSBC’s potential inability to reallocate capital efficiently in or from the US and the level of partner consents ultimately obtained. These forward-looking statements speak only as of the date of this announcement and HSBC Holdings plc does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements (except as required by the rules of the UK Listing Authority and the London Stock Exchange or the Listing Rules of the Hong Kong Stock Exchange).
Notes:
(i) ‘HSBC’ means HSBC Holdings plc and its subsidiaries unless the context otherwise requires.
(ii) All references to dollars or US$ are to United States dollars.
(ii) All references to dollars or US$ are to United States dollars.
Data is based on Ogilvy & Mather's Mobile Shopper survey. Five hundred U.S. online users selected as many brands as they wanted upon being asked, Who would you trust with mobile payments?
According to South Seattle Community College, this super common scam immediately starts off with some underhanded numbering. Millions of dollars go unclaimed every year but frequently have little to do with student financial aid! Instead, they actually refer to employee or member benefits, not money that could be legally snatched up by or distributed to college kids.
Financial Aid isn’t an infomercial product. Although the system undeniably needs some streamlining, opportunities to claim the money aren’t a "once in a lifetime" deal. Nor should students PAY anything up front. As soon as rhetoric starts requiring financial compensation or treating grants, scholarships and loans like Time Life retrospectives, back away quickly and run from a nasty little scam.
Legitimate Financial Aid venues do frequently ask for an application before dishing out the monies, but never require any sort of processing fee. Or any fee at all! Once again, any sort of payment up front — no matter what sort of excuse the company gives — pretty much denotes that something sinister is afoot.
Very rarely will free seminars targeting Financial Aid-seeking college kids genuinely offer the tips necessary to navigate the frequently foreboding large body of water metaphors. Typically, any events touting their ability to increase one’s chances of receiving money mask something a wee bit more commercial. Basically, if it starts sounding like a high-pressure sales pitch, it probably IS a high-pressure sales pitch.
As awesome as anxiety-free grants, loans and scholarships sound, they’re unfortunately not realistic. Plenty of worthy students fall through the cracks every semester because Financial Aid isn’t a perfect system enjoying unlimited resources. So anyone claiming that they can guarantee money obviously lies and doesn’t exactly deserve any further consideration.
Gerri Willis at CNN notes that legitimate scholarships always send letters of acceptance or denial through snail mail. Beware of any who prefer using the phone — and, by extension, those failing to provide adequate contact information. It’s a subtle sign that’s unfortunately easily ignored.
If a student never applies for a scholarship, grant or loan, but still manages to receive an approval (or pre-approval) notice, he and/or she should trash it. Such scams are pretty much the college equivalent of those "You may have already won $1 million!!" They’re about as obvious as a clown on fire, and yet people still fall for them yearly.
Rather than asking for money up front, some of the more flagrant scammers out there prefer bank account numbers and credit card information. Help themselves to a bit more than just "processing fees." Suffice to say, this isn’t exactly a Financial Aid "opportunity" worth pursuing, especially since it means a far more precarious fiscal situation than before.
When looking for Financial Aid advice — and even the most bureaucratic-minded kids and parents will need it at some point — there’s only two places to turn. Either the college or university in question or high school counselors’ offices, neither of which charge for their services. Anyone advertising their services as counselors or coaches helping students snag more money (for a fee, of course!) probably harbors not-so-honest intentions.
Along similar lines as "Financial Aid coaches" lurk organizations and individuals claiming to know top secret FAFSA information. Sure it’s a government bureau, but nothing that goes on there is necessarily clandestine or possesses some magical password for fiscal goodness. Once again, parents and students should consult with counselors at the high school or college level for free, updated guidance.
It’s already been established that anyone requesting money for Financial Aid or advice on how to land it have safely earned the "scam artist" label. Asking for cash rather than check, credit cards or any other method involving a paper trail is a sure sign that something’s completely amiss. Not that anyone but the student should get any money in the first place…
Once Financial Aid applications have been properly filled out, make sure to file them at 
Rather than charging fees, some scammers prefer packaging their alleged services along with something else. Useless counseling or seminars, usually, but they could just as easily charge for books. The details don’t matter, though — any organization or individual "offering" Financial Aid (or assistance getting it) and requiring students to buy isn’t worth anyone’s time or energy.
Endless Financial Aid forms and the accompanying migraine provide the dishonest with a perfect opportunity to prey on stressed-out students. Unfortunately, all perfectly legal, ethical grants, loans and scholarships require a right fair amount of work. Anyone purporting otherwise is probably…well…just read the article and figure it out.
Same tune as the "application fees" and required purchases, really, just from a different songbook. Any money up front, whether it be a direct payment or an "investment" should clue savvy students and parents in on what kind of nastiness is going down.