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First Data Corp. has agreed to sell its NYCE debit processing network in exchange for the Department of Justice dropping its antitrust challenge to the company’s $7 billion acquisition of Concord EFS Inc. In an announcement Monday, First Data and Concord said that in connection with the settlement they also have renegotiated the terms of the merger. Each Concord share will be exchanged for 0.365 of a First Data share. The prior arrangement called for a 0.4 exchange ratio. The companies expect to close the deal in the first quarter, and they have extended the merger agreement’s Jan. 31 termination date to April 30. Shareholders will have to approve the new terms. “We are pleased to move forward with the completion of this transaction,” First Data chairman Charlie Fote said in a statement. “This settlement removes uncertainty and allows the companies to proceed with achieving the benefits of this merger.” The agreement is a victory for the Department of Justice, which has argued for months that the combination of First Data’s NYCE debit network and Concord’s Star debit network was anti-competitive. Denver-based First Data had countered that the merger was pro-competitive because it would allow the company to compete more strongly against Visa in the broader payments market, which includes debit cards that require consumers to sign receipts as well as credit cards and checks. The company, however, threw in the towel on Thursday when it approached the Justice Department late in the day with an offer to divest NYCE. Officials from the Justice Department and First Data, including Fote, worked out the settlement over the weekend. The agreement requires First Data to maintain NYCE as a separate business until it can find a buyer for its 64 percent stake in the network. The settlement averts the need for a trial — scheduled to start Monday — on whether the merger violates the antitrust laws. U.S. District Judge Rosemary M. Collyer was to preside over the seven-day proceeding. Instead, officials from the Justice Department and First Data were scheduled Monday morning to tell her they had resolved the dispute. The antitrust division challenged the merger in October, contending it would give First Data too much control over the market for online debit processing. Since the suit was filed, antitrust experts said the natural solution was for First Data to divest its smaller NYCE network. That would allow it to trade up to Memphis, Tenn.-based Concord’s larger Star network. Copyright �2003 TDD, LLC. All rights reserved.

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