NetSpend Holdings, Inc. Announces Adjournment of Special Meeting and Modifications to Merger Agreement

  NetSpend Holdings, Inc. Announces Adjournment of Special Meeting and
  Modifications to Merger Agreement

 Memorandum of Understanding Entered Into With Respect to Pending Stockholder

Business Wire

AUSTIN, Texas -- May 29, 2013

NetSpend Holdings, Inc. (NASDAQ: NTSP) (“NetSpend” or the “Company”) today
announced that it will adjourn to June 18, 2013 its special meeting of
stockholders to be held in connection with the Company’s proposed merger with
Total System Services, Inc., a Georgia corporation (“TSYS”), in order to
provide additional time for the submission and consideration of unsolicited
alternative acquisition proposals and also announced certain modifications to
its merger agreement with TSYS.

As previously disclosed, on February 19, 2013 the Company entered into an
Agreement and Plan of Merger, by and among the Company, TSYS and General
Merger Sub, Inc. (“Sub”), a Delaware corporation and a wholly-owned subsidiary
of TSYS (the “Merger Agreement”). On April 23, 2013, the Company filed with
the Securities and Exchange Commission a definitive proxy statement with
respect to the special meeting of NetSpend shareholders to vote on the
proposed transaction (the “Proxy Statement”).

The modifications to the Merger Agreement announced today have been made
pursuant to a Memorandum of Understanding (the “MOU”) entered into between
NetSpend, TSYS, and Sub, which outlines the terms of the parties’ agreement in
principle to settle the actions pending in the Delaware Court of Chancery and
the District Court of Travis County, Texas, captioned Koehler v. NetSpend
Holdings,Inc. et al. and Bushansky v. Netspend Holdings, Inc. et. al.,
respectively. The proposed terms of the settlement are subject to approval by
the Delaware Court of Chancery (the “Court”). Pursuant to the modified Merger

  *The fee payable by NetSpend to TSYS in the event the Merger Agreement is
    terminated under certain circumstances has been reduced from $52.6 million
    to $44.0 million.
  *The matching period for notice to TSYS before NetSpend may enter into a
    Superior Proposal (as defined in the Merger Agreement) has been reduced
    from five business days to three business days.
  *In the event the Company stockholders fail to approve the adoption of the
    Merger Agreement at the special meeting and the Merger Agreement is
    subsequently terminated, the “tail” period for certain transactions that
    could trigger a termination fee under those circumstances has been reduced
    from 12 months to eight months after termination.

In addition, TSYS has agreed to waive its rights under a provision in the
Merger Agreement that would permit it to delay the closing for up to 12
business days after the stockholder vote even if the other conditions to
closing were satisfied.

Consistent with the terms of the Merger Agreement, prior to the receipt of
NetSpend stockholder approval, the Company may furnish information to, and
engage in discussions and negotiations with, any third party who makes an
unsolicited bona fide written acquisition proposal if: (i) the Company’s Board
of Directors determines in good faith, after consultation with its outside
legal counsel and financial advisors, that the acquisition proposal
constitutes, or would reasonably be expected to lead to, a Superior Proposal,
(ii) the Board concludes in good faith, after consultation with its outside
legal counsel and financial advisors, that the failure to take action with
respect to such proposal would be inconsistent with the Board’s fiduciary
obligations to the Company’s stockholders, (iii) the acquisition proposal was
not the result of a breach of the Merger Agreement, and (iv) the Company
provides to TSYS certain information required by the Merger Agreement to be
delivered by the Company to TSYS.

The Company may change its recommendation to NetSpend stockholders to vote in
favor of the adoption of the Merger Agreement and/or terminate the Merger
Agreement, pay a $44.0 million termination fee to TSYS and enter into a
definitive agreement with respect to a Superior Proposal so long as the
Company first provides TSYS three business days written notice of the terms
and conditions of the Superior Proposal and makes its representatives
available to discuss with TSYS any proposed modifications to the terms and
conditions of the Merger Agreement during the three business day period.

In light of the modifications described above, the MOU also provides that the
special meeting of NetSpend stockholders scheduled for May 31, 2013 will be
delayed in order to provide additional time for the submission and
consideration of alternative acquisition proposals. The special meeting will
be convened as scheduled, but NetSpend will not conduct any business on such
date other than a vote with respect to the adjournment of the meeting, as to
which any proxies previously granted (and not subsequently revoked) will be
exercised in accordance with the instructions on such proxies. Prior to the
adjournment, there will be no vote on the Merger Agreement. The meeting will
be adjourned to June 18, 2013 starting at 10:00 a.m. Central Time, at the San
Jacinto Conference Center, 98 San Jacinto Blvd., Suite 160, Austin, Texas

Any proxies or votes already submitted by stockholders in connection with the
special meeting will remain valid and will be unaffected by the delay in
holding the special meeting or the amendment of the Merger Agreement. There is
no need for any stockholders to vote again.

As described in the Proxy Statement, NetSpend stockholders who elect to
exercise appraisal rights must comply with the provisions of Section 262 of
the Delaware General Corporation Law (“DGCL”) in order to perfect their
rights. Among other things, dissenting stockholders must deliver to the
Company a written demand for appraisal of their shares of Company common stock
before June 18, 2013, the date the vote will be taken to approve the proposal
to adopt the Merger Agreement. As part of the settlement, the MOU provides
that once perfected, NetSpend and TSYS agree: (a) not to raise a timeliness
objection to an appraisal petition filed more than 120 days and less than or
equal to 150 days after the effective date of the merger, (b) not to ask the
Court to exercise its discretion to require the surrender and notation of
share certificates during the pendency of any such appraisal action, (c) not
to object to the dissenters’ appraisal claims being prosecuted on an opt-in
group or class basis, and (d) to provide to plaintiffs’ counsel not later than
120 days after the effective date of the merger a statement of the aggregate
number of shares that have made an appraisal demand on the Company and the
identities of such shareholders. In all other respects, the applicable
provisions of the DGCL will control.

About NetSpend

NetSpend is a leading provider of GPR prepaid debit cards and related
financial services to the estimated 68 million underbanked consumers in the
United States who do not have a traditional bank account or who rely on
alternative financial services. The Company's mission is to develop products
and services that empower underbanked consumers with the convenience, security
and freedom to be self-banked. Headquartered in Austin, TX, NetSpend is traded
on the NASDAQ stock exchange under the symbol NTSP. Please visit for more information.


This press release contains statements about the expected timing, completion
and effects of the proposed merger and all other statements in this document,
other than historical facts, constitute “forward-looking statements” within
the meaning of the Securities Act of 1933 and the Securities Exchange Act of
1934 as amended by the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in their
entirety by reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are based on
current expectations and involve a number of assumptions, risks and
uncertainties that could cause the actual results to differ materially from
such forward-looking statements. The Company may not be able to complete the
proposed merger on the terms described above or other acceptable terms or at
all because of a number of factors, including the failure to obtain
stockholder approval or the failure to satisfy the closing conditions. Factors
that may affect the business or financial results of the Company are described
in the risk factors included in the Company’s filings with the Securities and
Exchange Commission, including the Company’s 2012 Annual Report on Form 10-K,
the Company’s 2012 Annual Report on Form 10-K/A and later filed quarterly
reports on Form 10-Q and Current Reports on Form 8-K, which factors are
incorporated herein by reference. The Company expressly disclaims a duty to
provide updates to forward-looking statements, whether as a result of new
information, future events or other occurrences.


This communication may be deemed to be solicitation material in respect of the
proposed merger. In connection with the proposed merger, the Company filed a
definitive Proxy Statement with the SEC on April 23, 2013. INVESTORS AND
Investors and stockholders may obtain free copies of the proxy statement and
other documents filed by the Company (when available) free of charge at the
SEC’s Web site at or in the Investor Relations section of the
Company’s Web site at The proxy statement and such other
documents may also be obtained for free from the Company by directing such
request to NetSpend Holdings, Inc., Attn: Secretary, Telephone (512) 532-8200.


The Company and certain of its directors, executive officers and other members
of its management and employees may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in connection with the
proposed merger. Information concerning the interests of the directors and
executive officers of the Company is set forth in the Company’s Annual Report
on Form 10-K/A, which was filed with the SEC on April 19, 2013. Additional
information regarding the interests of these individuals and other persons who
may be deemed to be participants in the solicitation has been included in the
definitive proxy statement relating to the transaction as filed with the SEC
on April 23, 2013.


NetSpend Holdings, Inc.
Krista Shepard, 512-531-8732
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