Mastercard Incorporated (NYSE:MA) reached an agreement on the terms of a recommended offer to acquire Earthport plc (AIM:EPO) from Miton Asset Management Limited, Lombard Odier Asset Management (Europe) Limited and others for approximately £210 million on January 25, 2019. The all-cash offer is intended to be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Under the terms of the transaction, Mastercard Incorporated will pay £0.33 per share of Earthport plc. Also, it agreed to pay £8.7 million for options and warrants of Earthport plc. The deferred shares of Earthport plc will not form part of the acquisition. Mastercard Incorporated received non-binding letter of intents from Miton Asset Management Limited, Lombard Odier Asset Management (Europe) Limited and Hank Oberoi to accept the offer. The offer was in competition to the December 27, 2018 offer made by Visa International Service Association where in it made a bid to acquire Earthport plc. The acquisition will be funded from Mastercard Incorporated's existing cash resources. If the offer received acceptances of 90% or more of the shares of Earthport plc or the offer has been declared unconditional in all aspects, Mastercard Incorporated intends to exercise its rights to acquire compulsorily the remaining Earthport plc shares in respect of which the offer has not been accepted on the same terms as the offer. If the offer is declared unconditional or receives acceptances for at least 75% of the shares of Earthport plc, Mastercard Incorporated intends to procure the making of an application by Earthport plc for cancellation of the trading in Earthport plc shares on AIM after which Earthport plc will be re-registered as a private limited company. Mastercard Incorporated expects that the existing personnel of Earthport plc will continue to contribute to the success of Earthport plc's and Mastercard Incorporated's cross-border payment solutions following completion. Mastercard Incorporated does not expect to make a material change in the balance of skills and functions of the employees and management of Earthport plc, nor does it intend to initiate any material headcount reductions within the current Earthport plc organisation as a result of the acquisition. The Directors of Earthport plc will resign on or shortly after completion. The deal is subject to valid acceptance of the offer being received such that Mastercard Incorporated holds not less than 75% of the voting rights of Earthport plc, receipt of customary competition and merger clearances, approval of the Financial Conduct Authority in the UK and a condition relating to European Economic Area passporting following Brexit and Visa International Service Association's offer not having become effective or unconditional in all respects in accordance with its terms. The deal is subject to approval of third parties, shareholders of Earthport plc at court meeting and general meeting as well sanctioning of the scheme by the court. The Board of Earthport plc concluded that the offer made by Mastercard Incorporated is superior and it unanimously recommends the shareholders to accept the offer. As on February 8, 2019, Visa increased its allcash offer to a price of £0.37 per share. Earthport withdrew its recommendation of this offer and is now recommending the increased Visa offer. The transaction is expected to be completed by February 26, 2019. As of February 27, 2019, Mastercard extended the offer period till March 8, 2019. Geoff Iles, Joshua Maguire, Tim Waddell and Oliver Elias of Merrill Lynch International acted as financial advisors, Lee Comey, Greg Olsen, Rui Huo, Olivia Higgs, and Catherine Freeman of Clifford Chance LLP acted as legal advisors and Computershare Investor Services PLC acted as transfer agent to Mastercard Incoporated. Anton Black and Pietro Franchi of N M Rothschild & Sons Limited and Mark Taylor and James White of Nplus1 Singer Advisory LLP acted as financial advisors and Simon Fielder of Bird & Bird LLP acted as legal advisor to Earthport plc. Alasdair Balfour and Seth Jones of Allen & Overy LLP acted as legal advisors for Earthport plc.