CyberSource Corporation, (NASDAQ:CYBS) , a leading provider of electronic payment and risk management solutions, today announced that at a special meeting held on October 23, 2007, its stockholders voted to approve the issuance of CyberSource common stock in connection with the acquisition of Authorize.Net Holdings, Inc. (”Authorize.Net”) by CyberSource. Approximately 99.7 percent of the shares voted were cast in favor of the acquisition. The number of shares voted in favor of the acquisition represented approximately 77.7 percent of the total shares outstanding and entitled to vote. Completion of the acquisition remains subject to the approval of the stockholders of Authorize.Net, which has scheduled a special stockholder meeting to be held in Marlborough, Mass., on October 25, 2007.
Under terms of the acquisition agreement, Authorize.Net stockholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock. Additionally, stockholders will receive a pro-rata share of $125 million in the form of a cash payment.
CyberSource stockholders also approved proposals to: (a) amend the CyberSource amended and restated certificate of incorporation to increase the number of authorized shares of CyberSource common stock from 50 million to 125 million, and (b) amend the CyberSource Amended and Restated 1999 Stock Option Plan to extend the plan for an additional three years and to increase the number of shares under the plan from 11.0 million to 15.5 million.
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