Acquisition of CreditGuard Ltd.

SafeCharge (AIM: SCH), the international provider of payments services, risk management and IT solutions for online businesses announced the acquisition of CreditGuard Ltd. (“CreditGuard”), for an initial cash consideration of US$8 million (NIS 31.4 million) and deferred consideration capped at US$0.4 million (NIS 1.7 million), subject to customary closing adjustments, (the “Acquisition”). The Acquisition is expected to complete in January 2015.

The acquisition of CreditGuard marks a further milestone in the execution of SafeCharge‘s strategic plan aimed at entering new and rapidly growing markets and sectors bringing with it a portfolio of clients from sectors including travel, insurance, telecoms and government.

Information on CreditGuard

Established in 1998, CreditGuard is a PCI-DSS Level 1 certified payment service provider, offering cutting-edge payment solutions and white-label technologies. CreditGuard’s highly secure payment gateway and reconciliation solutions streamlines and leverages electronic payment processes for a wide range of businesses, from enterprises to SMEs including major financial institutions; airlines; travel operators; government agencies; telecommunication operators; and healthcare providers, both in Israel and worldwide.

CreditGuard’s audited accounts for the financial year ended 31 December 2013 show revenues of US$2.9 million (NIS 11.5 million), EBITDA of US$0.5 million (NIS 1.8 million) and profit before tax of US$ 0.2 million (NIS 0.8 million). The Acquisition is expected to be earnings enhancing for the Group in 2015.

Consideration

The initial and deferred consideration will be financed from the Group’s existing cash resources.

Rationale for the Acquisition

New market entry

Israel is widely recognised as a technology hub that has multiple online and mobile businesses. CreditGuard has an extensive portfolio of tier one customers to whom SafeCharge can now offer its technologies and international reach.

Sectorial expansion

By acquiring the CreditGuard business, the Group will expand its customer portfolio which will support its push into new sectors such as telecommunications, airlines, travel, insurance and government.

White-Label gateway technology solutions for card scheme members

CreditGuard’s technology serves multiple international card scheme members providing gateway technologies, risk management and fraud prevention.

Commenting on the Acquisition, David Avgi, SafeCharge’s Chief Executive, said:

“CreditGuard is highly regarded within the payments industry, with a solid portfolio of clients across multiple market sectors and a vast knowledge and expertise in Enterprise IT infrastructures, networks and security. This enables us to fast-track our entry into new verticals and take a strong position in the exciting Israeli market.”

Uriel Ben David, Chief Executive of CreditGuard, said:

“This collaboration will play a central role in expanding CreditGuard’s technologies and services to local and international markets. We are excited to be joining the SafeCharge team who are true leaders and a respected player in the online payments space.”