Global Restructuring Planned for Visa

Visa is set to restructure its organization in order to create a new public global corporation called Visa Inc. As a part of this restructuring, Visa Europe will remain a membership association, owned and governed by its European member banks, and become a licensee of Visa Inc.

“This is a great time in Visa’s history to make this transition – we continue to be a leader in the payments industry, our growth and emerging market strategies are succeeding, and the growth potential in the global payments industry is tremendous,” said William I. Campbell, chairman of the Visa International Board of Directors. “We expect that the new structure will accelerate Visa’s growth and position us to better serve our financial institutions and merchants.”

Under the proposed restructuring, Visa Inc. will be created through a series of mergers involving Visa Canada, Visa USA and Visa International, which includes the operating regions of Asia Pacific; Latin America and the Caribbean; and Central and Eastern Europe, Middle East and Africa. The reorganization will result in a new stock corporation owned by Visa members. After the mergers are complete, the global corporation intends to begin the IPO process and list its shares on a major stock exchange. It is expected that a majority of the shares in the reorganized company will be sold to the public.

The boards of directors of Visa’s six regions and Visa International unanimously approved the recommendation for the restructuring however the restructuring is subject to approval by Visa members and regulatory authorities.

Within the new model, Visa Europe will retain its member-owned association structure, with continued ownership by its 4,500 European member banks, and will operate as a licensee of Visa Inc. This structure will enable Visa Europe to focus on the significant opportunities arising from the formation of an internal market for payments in Europe through the Single Euro Payments Area (SEPA). Visa Europe will be a minority stockholder in the global company, and Visa Inc. will have a minority investment interest in Visa Europe.

“Visa recognises that the unique features of the European market require a tailored approach,” said Jan Lidén, chairman of the Visa Europe Board of Directors. “This is a European solution for Europe. It will benefit all of our stakeholders – our member banks and their customers – retailers and consumers. And it supports the European Commission’s stated goal of creating European-wide payments systems.”

As part of the restructuring, the board of Visa Inc. will be comprised of a majority of independent directors. A search for independent directors and a chief executive officer for Visa Inc. is underway.

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