UBPS Completes Acquisitions of A D Computer and JetPay

  UBPS Completes Acquisitions of A D Computer and JetPay

Business Wire

PHILADELPHIA -- December 31, 2012

Universal Business Payment Solutions Acquisition Corporation (“UBPS” or the
“Company”) (NASDAQ: Common Stock: "UBPS") today announced that it completed
its acquisitions of the JetPay companies and the A D Computer Corporation
companies. The transactions were approved by the UBPS stockholders on December
28, 2012 and consummated on that same date. In conjunction with the completion
of the transactions, all remaining Units of UBPS were separated, and all
warrants held by UBPS warrant holders will now be exchanged for UBPS common
shares at a ratio of 1 warrant for .1333 shares of UBPS common stock upon the
receipt by Continental Stock Transfer & Trust Company, the Company’s warrant
agent, of a letter of transmittal from each warrant holder. The Company’s
common shares will continue to trade on NASDAQ under the symbol “UBPS”.

“We set out to create a one-stop shop for the payment needs of businesses. The
acquisition of these two companies accomplishes that. These two companies have
solid technology platforms that are secure, scalable, and flexible. They not
only already provide UBPS with a competitive advantage, but their current and
future capability in mobile banking and cloud technology will enable UBPS to
develop products and services that will only accelerate that advantage,”
stated Bipin C. Shah, the Company’s Chief Executive Officer. “With a combined
$32 million in revenues in 2012, approximately 7,000 customers, and solid
profitability, we have created a platform we believe will drive growth and
profitability significantly faster than the industry,” added Mr. Shah.

A D Computer provides comprehensive payroll and payroll tax filing services to
some 5,000 organizations of all types and sizes, representing over 150,000 of
its customers’ employees, throughout the United States. The company has its
own innovative technology platform, designed with optimum flexibility to
accommodate payrolls of all sizes - from small family businesses to large
corporations with 10,000 or more employees.

“I am just thrilled to be working with Nick Antich, the CEO of A D Computer,”
stated Shah. “I believe that his 30 plus years of experience and dedication to
customer service, along with his ability to develop a technology platform
second to none, will enable us to create a new world of lower cost and great
convenience for our customers and their employees. We expect this new world
will include providing employees the ability to get cash, pay bills, and
access other money-saving services through payroll cards, mobile technology
and cloud payment systems, as well as traditional ATMs and Point-of-Sale. I
believe this will enable our customers’ employees to avoid high-cost payment
services for themselves and their relatives worldwide,” said Shah.

“We elected to work with Nick and A D Computer because we know he shares our
dedication to bringing these lower-cost services to workers that have not been
effectively serviced by traditional payment service providers,” stated Shah.
Antich added “While A D Computer has historically focused on local markets,
our in-house adaptable payroll processing infrastructure combined with the
UBPS vision and customer access provides significant capacity and opportunity
to accelerate our growth under UBPS. We are thrilled to be part of UBPS, and
are excited by the vision Bipin brings to the market.”

JetPay is one of the small number of real time credit card and ACH processors
and merchant account providers that process all front end authorizations as
well as all back end clearing and settlement functions in-house from
end-to-end for both card-present as well as card-not-present transactions. In
2012, JetPay expects to process more than $30 billion in sales volume with
over 150 million transactions for merchants as well as independent sales
organizations.

“I am excited that Trent Voigt, JetPay’s CEO, and JetPay have joined UBPS,”
stated Shah. “We believe Trent shares our vision to meet the needs of
business, especially those that require newer technology and specialized
processing like internet, cloud services, and mobile technology, as well as
the ability to deliver those services seamlessly worldwide, whether to Chicago
or Boston or India or Africa. JetPay has an extraordinary platform that can
deliver products and product features far faster than traditional providers.”
Shah added, “Trent and I share the vision of the market for the future.”

Trent Voigt added, “We believe that UBPS provides us with the vision as well
as the financial strength to accelerate our growth. We share Bipin’s passion
for delivering innovative services like mobile and cloud, and look forward to
helping him change people’s lives. We have the technology to carry out his
vision.”

As part of the acquisition transactions, the Company redeemed approximately 10
million of the total 11,319,693 million shares eligible for redemption. The
Company was able to use approximately $8.5 million of the $72 million net
proceeds raised in the Company’s initial public offering to purchase the
JetPay and A D Computer companies . Following the redemption and the warrant
conversion, the Company will have approximately 11.5 million outstanding
common shares. In connection with the acquisition transactions, the Company
also issued $10 million of secured convertible notes, the Company assumed an
existing note of JetPay in the amount of approximately $6 million and A D
Computer borrowed an additional $9 million from a commercial bank. On December
28, 2012, Nasdaq notified the Company that it failed to timely obtain Nasdaq’s
approval of the acquisition transactions in advance of the closing. As a
result, the Company’s securities could be delisted unless the Company files an
appeal by January 8, 2013, which the Company plans to do, and is successful.
Nasdaq also previously identified that UBPS may have fewer than 300 round-lot
public holders and fewer than two active market makers, which were the subject
of prior communications by Nasdaq. Based on a plan of compliance, the Company
has until February 9, 2013 to evidence compliance with the minimum holder
requirement.

“We believe that our appeal will be successful and that our transition to an
operating company as a result of the acquisitions that we announce today will
permit the Company to comply with the various listing requirements and
continue its Nasdaq listing,” Mr. Shah added.

About UBPS

Universal Business Payment Solutions Acquisition Corporation was a special
purpose acquisition company formed for the purpose of acquiring one or more
operating businesses in the payments and payroll processing industries as a
platform for further roll-up acquisition opportunities. The Company raised net
proceeds of approximately $72 million through its initial public offering in
May 2011 led by EarlyBirdCapital, Inc. Please visit www.ubpsac.com for more
information.

Note Regarding Financial Information

Certain financial information and data of JetPay and AD Computer contained in
this press release is derived from unaudited financial statements and data and
may not conform to Regulation S-X. Accordingly, such information and data may
be adjusted and presented differently in the proxy materials to be mailed to
the Company’s security holders.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. UBPS’s actual results may differ from its expectations,
estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, UBPS’s expectations with respect to future performance.

These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside UBPS’s control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to, those described under the heading “Risk Factors” in UBPS’s final
prospectus, dated May 9, 2011 and its Proxy of November 13, 2012 and
subsequent 8K filings.

UBPS cautions that the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in UBPS’s
most recent filings with the Securities and Exchange Commission. All
subsequent written and oral forward-looking statements concerning UBPS, a
potential transaction agreement, the related transactions, or other matters
and attributable to UBPS or any person acting on its behalf, are expressly
qualified in their entirety by the cautionary statements above. UBPS cautions
readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. UBPS does not undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is
based.

Contact:

At the Company
UBPS
Peter Davidson
Chief Administrative Officer
404-427-9432
peter.davidson@ubpsac.com
or
Media Inquiries
Articus Ltd.
Eric Van der Vlugt
215-564-1213, ext.12
eric@articus.com
or
Investor Relations
The Equity Group Inc.
Adam Prior
Vice President
212-836-9606
aprior@equityny.com
 
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