FDC Shareholders Don’t Have to Okay Revised Concord Terms

First Data Corp. will not need to seek the approval of its shareholders for the revised terms announced Monday under which it will acquire Concord EFS Inc. First Data announced today it has been informed by the New York Stock Exchange that the NYSE will not require the Denver-based processor to get shareholder approval for the merger. The company's shareholders approved the original merger plan Oct. 28, but the Department of Justice sued to stop the merger on the grounds that it would concentrate too much market power in the hands of the combined entity, particularly in the market for debit transactions secured by personal identification numbers. On Monday, First Data and Concord reached a settlement with the DOJ under which the merger can go forward. As part of the settlement, First Data agreed to sell its majority interest in the NYCE electronic funds transfer network. In a related move, the two companies revised the financial terms of the acquisition. Under the new merger terms, First Data will acquire Concord for about $6.9 billion, or about 9% less than the price set out in the original merger agreement. It will exchange 0.365 shares of Fist Data common for each Concord share, down from the original ratio of 0.40 shares of First Data. It was unclear on Monday whether First Data would need to win its shareholders' approval of the revised merger terms, a matter the NYSE settled today. The deal is still pending approval of Concord shareholders. The transaction, which is expected to close by the end of March, will create a combined entity with $10 billion in annual revenue and more than 31,000 employees around the world. First Data expects efficiencies from the merger to result in cost savings of $205 million in 2006, the second full year of the merged entity's operation. Under the consent decree it entered into with the DOJ, First Data has eight months to dispose of its 64% stake in NYCE.