Global Payments Inc., an Atlanta- based leading worldwideprovider of payment technology services, announced late Tuesdaythat it entered into a definitive agreement to acquire SanDiego-based HeartlandPayment Systems, Inc.

Heartland brought its small and medium-sized market penetrationto the deal. Additionally, Heartland's strengths in direct salesand technology-led distribution are highly complementary to GlobalPayments' expertise in 60 vertical markets with 2,000 technologypartners, Global Payments said in a release.

Global Payments said it expects to accelerate revenue growth bycombining Heartland's deep expertise in technology solutions withits OpenEdge partner integration, network and marketingcapabilities to create a distinctive set of solutions anddistribution. In addition, Global Payments plans to leverageHeartland's product and sales capabilities globally through directdistribution in the 29 countries in which Global Payments currentlydoes business. Opportunities to cross-sell Heartland's point ofsale, payroll, loyalty and gift solutions into Global Payments'core U.S. and international markets will be augmented by deeperpenetration into key Heartland vertical markets includingrestaurant and education.

The combined company will provide market-leading paymentssolutions to nearly 2.5 million merchants globally. On a combinedbasis, the businesses expect to generate in excess of $3 billion ofadjusted net revenue and $1 billion of EBITDA annually. As a resultof the transaction, Global Payments anticipates raising its cycleguidance to high-single digit organic adjusted net revenue growth,up to 75 basis points of cash margin expansion annually andmid-teens cash earnings per share growth.

“The combination of Global Payments and Heartland will betransformative for the worldwide payments industry,” HeartlandChairman/CEO Bob Carr said. “I believe the combination of ourcompanies will become the most valuable payments company on theplanet. Heartland is excited to team with a truly internationalcompany. In the U.S., Heartland will continue to operate under itsbrand and under its business model of fair dealing – with theMerchant Bill of Rights and the Sales Professional Bill of Rightsguiding the way to future growth and innovation.”

Global Payments will acquire Heartland in a cash-and-stocktransaction for $100 per share, representing a transaction value ofapproximately $4.3 billion. Consideration for the transaction willconsist of 0.6687 shares of Global Payments stock and $53.28 foreach share of Heartland stock at closing, subject to the terms ofthe merger agreement. Existing Global Payments' shareholders willown approximately 84% of the combined entity. Global Paymentsintends to fund the cash consideration with fully-committed debtfinancing. The merger agreement has been unanimously approved byeach company's board of directors.

The parties said they expect the merger to close in GlobalPayments' fiscal 2016 fourth quarter, subject to regulatoryapproval and customary closing conditions, as well as approval byHeartland's shareholders.