EX-99.2 3 0003.txt EXHIBIT 2 EX-99.2 Concord/STAR Merger Agreement Key Message Points October 9, 2000 Terms of Merger Agreement - Star Systems will become a wholly-owned subsidiary of Concord - At closing, Concord will issue 24.75 million unregistered shares of common stock for all the outstanding shares of Star Systems' common stock - Expected to be completed during the first half of 2001 - Subject to pre-merger review by the Federal government pursuant to the Hart/Scott/Rodino Act Related Issues - Merger agreement received unanimous approval of Star Systems board members, who collectively represent approximately 97% of Star Systems' outstanding shares - Majority of Star Systems board members have signed long-term (through 2004), assignable contracts with STAR - Concord anticipates a disciplined process to eliminate the stock overhang in 2001 Overall Rationale for Merger - Combine Concord's processing strengths with Star Systems' access strengths into a superior product/service offering for financial institutions, retailers and consumers - Combined strengths of Concord's MAC; network and Star Systems' STARsm network provide broad geographic coverage, improved efficiencies, and "best of breed" products and services - Apply both companies' PIN-secured debit payment expertise to create a national debit network which will promote growth in on-line debit at retail locations and via the Internet Benefits to Concord - Increases accessibility for STAR member financial institutions to services available such as Concord's ATM, debit card, and agent bank processing services - Creates opportunity for internal cost reductions due to synergies across the network businesses - Ability to offer improved access services and new products to MAC membership Benefits to STAR - Ability to offer a broader array of processing products to STAR membership, including enhanced ATM terminal driving, payroll processing, and turn-key agent bank services - Enhanced resources to support development of new products and services for network membership Benefits to Financial Institution Issuers - Availability of new products and services for cardholders - Potential for fee reductions for financial institutions that are currently members of MAC, Cash Station and STAR networks - Cost efficiencies due to simplified network administration Benefits to Financial Institution Acquirers - Access to a much larger cardholder base for transactions - Cost efficiencies due to simplified network administration and consolidated network links - Availability of competitive alternative to other national payment providers Benefits to Retailers - Access to a much larger cardholder base for payment transactions - Cost efficiencies due to simplified network rules administration and consolidated network links - Availability of competitive alternative to other national payment cards Benefits to Consumers - Increased location convenience - Ability to use card for payments nationally and through new channels (such as the Internet) - Access to new and improved on-line services Brands - MAC and STAR brands will co-exist for some period of time - Current plans for brand transition in MAC (Cash Station) and STAR (HONOR) networks will proceed as communicated to members previously Organization - STAR will continue to operate under the leadership of Ron Congemi Geography - The geographic coverage of the STAR and MAC networks is complementary - STAR operates primarily in 22 states in the West, Southwest and Southeast, plus D.C. - MAC operates primarily in 9 states in the Northeast and Midwest Service Commitment - During the coming months, customers of both Concord and Star Systems can rely on continued delivery of excellent service