NEW YORK, Sept. 25, 2003 (PRIMEZONE) -- FreeStar Technology Corporation (OTCBB:FSRC), and TransAxis, Inc. (Pink Sheets:TNXS) (formerly Digital Courier Technologies, Inc.), jointly announced today that FreeStar, TransAxis and certain of TransAxis' stockholders have executed a definitive stock purchase agreement regarding the acquisition by FreeStar of approximately 70% of the outstanding common stock of TransAxis. Pursuant to the terms of the agreement, FreeStar will issue shares of its common stock as consideration in an amount dependent on the price of FreeStar common stock immediately prior to closing of the acquisition, but in no event less than 7,000,000 shares. Following the closing, FreeStar will file a registration statement with the Securities and Exchange Commission covering the shares of common stock that it issues to the TransAxis stockholders. In connection with such transaction, FreeStar intends, and has agreed, to use reasonable efforts within 180 days after the closing to effect the acquisition of the remainder of TransAxis' common stock for cash at a valuation approximately equal to the value of the FreeStar shares to be issued in the transaction described above. The closing of the acquisition of TransAxis stock is subject to standard conditions. The parties intend to close the transaction on or before October 1, 2003.
Paul Egan, President and Chief Executive Officer of FreeStar, stated that the transaction is "the product of considerable planning regarding the strategic positioning of FreeStar's different businesses for long-term growth and value appreciation for FreeStar's and TransAxis' stockholders."
Paul Egan will become the President and Chief Executive Officer of TransAxis following the closing of the acquisition.
About FreeStar Technology Corporation
FreeStar Technology is an international payment processing and technology company operating a robust Northern European BASE24 credit card processing platform based in Helsinki, Finland. FreeStar currently processes approximately 1,000,000 card payments per month for an established client base that comprises companies such as Finnair, Ikea and Stockman. FreeStar is focused on exploiting a first-to-market advantage for its Enhanced Transactional Secure Software (ETSS), which is a software package that empowers consumers to consummate e-commerce transactions with a high level of security using credit, debit, ATM (with PIN) or smart cards. The company maintains its corporate headquarters in Santo Domingo, Dominican Republic, and has offices in Dublin, Ireland and Helsinki, Finland. For more information, please visit FreeStar Technology's websites at www.freestartech.com, www.rahaxi.com and www.epaylatina.com.
About TransAxis, Inc.
TransAxis is at the forefront of Internet payment technology. Specializing in risk management and fraud control, TransAxis provides highly scalable, reliable and fully-integrated payment software and systems for businesses, Internet merchants and financial institutions. Payment features of the TransAxis system include advanced authentication, validation, fraud screening, payment authorization, settlement and real-time reporting.
Forward-Looking Statements
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the companies, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Technical and other complications that may arise could prevent the prompt implementation of any strategically significant plans outlined above.