Mastercard members okay conversion to share corporation

PURCHASE, New York – At a special meeting last week, MasterCard International’s principal members approved, by an overwhelming majority, the company’s conversion to a private share corporation in connection with its merger with Europay International, the company has announced. The transaction will formally close following completion of all required regulatory reviews.

Upon completion of the transaction, MasterCard’s principal members and Europay shareholders will receive shares in MasterCard Inc., the new holding company, and a membership interest in MasterCard International, which will continue as MasterCard Incorporated’s principal operating subsidiary.

Robert W. Selander, MasterCard president and CEO, said that of the votes received from members, an overwhelming percentage – approximately 99 percent – was in favor of the plans. "Our members have sent a strong message that they endorse our plans. We look forward to formally bringing MasterCard and Europay together as one single global payments organization."

MasterCard International has had a long-standing alliance with Europay, and currently owns a 12.25 percent share of Europay, and a 15 percent interest in EPSS, Europay’s processing subsidiary. In addition, MasterCard and Europay each own 50 percent of Maestro, the world’s leading global online debit program.

Following completion Europay will become the European region of MasterCard, and will continue to be based in Waterloo, Belgium. Peter Hoch, currently CEO of Europay, will retain his leadership role for the region and will report to Selander. As with all MasterCard regions, the European region will have its own board, which will make decisions on regional issues consistent with MasterCard’s global strategy.

MasterCard International has a comprehensive porfolio of well-known, widely accepted payment brands including MasterCard, Cirrus, and Maestro. More than 1.7 billion MasterCard, Cirrus and Maestro logos are present on credit, charge and debit cards in circulation today. An association comprised of more than 15,000 member financial institutions, MasterCard serves consumers and businesses, both large and small, in 210 countries and territories.

Europay International, headquartered in Waterloo, Belgium, is Europe’s leading payments organization, dedicated to providing a tailored product range and support services to its more than 9,000 member banks. At present, 298.6 million cards (Eurocard-MasterCard, Maestro, Cirrus and eurocheque) provide European and global debit and credit card services, and offer cash access to Europe’s largest network of more than 292,000 ATMs in 43 countries.