Digital River, Inc. (NASDAQ: DRIV) and LML Payment Systems Inc. (NASDAQ: LMLP) are pleased to announce that LML has received shareholder approval for the proposed plan of arrangement (the “ Arrangement”) with Digital River.
Under the Arrangement, Digital River will acquire all of the issued and outstanding common shares of LML (the “ LML Shares”) in exchange for U.S. $3.45 in cash for each LML Share. Each holder of an option or warrant to acquire LML Shares will receive a cash payment per option or warrant equal to the difference between U.S. $3.45 and the exercise price of the respective option or warrant.
The Arrangement was approved by a special resolution of shareholders of LML at the special meeting held earlier today (the “ Meeting”). The special resolution required affirmative votes from 66 ²/ 3% of votes cast in person or by proxy by holders of LML Shares. An affirmative vote was cast by 96.34% of shareholders represented in person or by proxy at the Meeting.
The Arrangement remains subject to the final approval of the Supreme Court of British Columbia and satisfaction of other closing conditions. The hearing in respect of the final order to approve the Arrangement is currently anticipated to take place on Jan. 8, 2013, at 9:45 a.m. (Vancouver Time). If the final order is obtained on Jan. 8, 2013, and all further approvals and conditions are obtained and satisfied, it is expected that the Arrangement will be completed on or about Jan. 10, 2013. Concurrent with the completion of the Arrangement, LML intends to apply to have the LML Shares delisted from the NASDAQ and for LML to cease to be a reporting issuer.About LML Payment Systems Inc. LML Payment Systems Inc., through its Canadian subsidiary Beanstream Internet Commerce Inc., and US subsidiaries Beanstream Internet Commerce Corp and LML Payment Systems Corp., is a leading provider of financial payment processing solutions for e-commerce and traditional businesses. The company provides credit card processing, online debit, electronic funds transfer, automated clearinghouse payment processing and authentication services, along with routing of selected transactions to third party processors and banks for authorization and settlement. For more details about LML Payment Systems, visit www.lmlpayment.com. About Digital River, Inc. Digital River, Inc., the revenue growth experts in global cloud commerce, builds and manages online businesses for software and game publishers, consumer electronics manufacturers, distributors, online retailers and affiliates. Its multi-channel commerce solution, which supports both direct and indirect sales, is designed to help companies of all sizes maximize online revenues as well as reduce the costs and risks of running a global commerce operation. The company’s comprehensive platform offers site development and hosting, order management, global payments, cloud-based billing, fraud management, export controls, tax management, physical and digital product fulfillment, multi-lingual customer service, advanced reporting and strategic marketing services.