Under the terms of the definitive agreement, which has been unanimously approved by both boards of directors, LML will pay US$17.5 million, net of cash, for the outstanding common stock of Beanstream. The purchase price consists of up to US$8.3 million in cash, US$4.5 million in a two-year promissory note, and US$4.7 million in LML common stock. Beanstream could also receive up to an additional US$1.8 million in LML common stock if certain revenue milestones are reached by the first anniversary of the closing. The transaction is subject to customary closing conditions, including the approval by the shareholders of Beanstream, and is expected to close in the second quarter of 2007. The transaction is expected to be highly accretive on an EPS basis at closing.PricewaterhouseCoopers Corporate Finance Inc. acted as the exclusive financial advisor to Beanstream Internet Commerce Inc., and Pacific Crest Securities Inc. acted as the exclusive financial advisor to LML Payment Systems Inc. on this transaction.
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