Passport Technology Inc. and Automated Systems America Inc. (“ASAI”), a leading trusted provider of gaming payments and related value-added services to casinos in the United States, announced they have entered into a definitive agreement to combine in an all-stock merger of equals.

The transaction creates the premier payments technology company in the largest and most attractive gaming financial technology markets worldwide. Combined, Passport and ASAI provide cutting-edge payments and software solutions throughout the world, including the United States, United Kingdom, Europe, and Canada. The combined company offers state-of-the-art products and services to gaming operators, including payment transaction processing, cashless automation, regulatory compliance solutions, analytics, loyalty programs, merchant services, and bank-sponsored ATM processing. The combined company’s breadth of services to the gaming industry generates immediate exposure to the fastest-growing digital payments trends in the gaming space and includes over 3,500 points of interaction across 125 casinos in 6 countries, settling over $3.1 billion in funds, and processing 13.2 million transactions annually.

“Passport has delivered significant and consistent growth since its inception in 2016. Combined with ASAI’s U.S. footprint, we will execute upon a proven playbook fueling industry-leading growth across all metrics in the United States and abroad,” states Scott Dowty, CEO and Chairman, Passport. “Based in Las Vegas, Passport has patiently awaited the opportunity to enter the United States market, and we’re thrilled to collaborate with an industry visionary in John Steely, CEO of ASAI, and his incredibly impressive and accomplished team. With some of the most sophisticated and forward thinking global and regional casino operators as customers, we are eager to showcase our solutions and deep pipeline of emerging technologies. As digital payments and cashless transactions gain popularity, we are uniquely positioned to benefit as our strategy will leapfrog antiquated technology leveraging our core infrastructure and strategic partners.”

“ASAI has enjoyed tremendous success for twenty years. We are fortunate to have enjoyed long-lasting customer and partner relationships, as well as the very best employees, while delivering best-in-class solutions,” states John Steely, CEO and Co-founder, ASAI. “We have witnessed Passport’s enviable execution internationally over the past five years, and joining forces is truly a scenario of one plus one equals five. With minimal overlap in resources, extensive technical synergies, and Passport’s proven business development and sales prowess, we couldn’t foresee a better partner as we take Passport to the next level. ASAI has declined many M&A opportunities over the years, but this compelling opportunity to merge with Passport was unanimously welcomed by ASAI’s Board and unanimously approved by ASAI shareholders. We wholeheartedly believe our customers, partners, and employees—as well as the industry—will benefit from this union.”

“The combination of Passport’s high-growth and high-margin international business with ASAI’s robust product suite, expanding customer base, and decades of experience in the United States positions Passport both for significant organic growth as well as accretive M&A opportunities,” states Paul Nielsen, SVP General Manager, ASAI. “With an updated and expanded technology stack, profitable operations, a strong balance sheet, and a laser focus on growing revenue, we are imminently poised to unlock value through innovation, consolidation, and scale.”

Compelling Strategic Rationale and Financial Benefits — The global gaming industry presents a massive addressable market of over $200 billion across core, related, and emerging verticals. Transformational forces experienced in today’s market—combined with Passport’s breadth and depth of innovation and differentiation—will enable Passport’s sustained exponential growth well over the horizon. We are in the midst of rationalizing paper currency transactions, and the market is shifting at an accelerating pace to cashless and alternative forms of payment. This presents an unparalleled opportunity for technology disrupters such as Passport.

Diversified Payments Technology Company at Scale — The combination of Passport and ASAI creates a leading provider of distinctive technology-enabled payments solutions and services with significant exposure to the most attractive vertical markets and high-growth geographies. Passport’s cloud-based, highly scalable platforms leverage advanced technologies, accelerating entry into emerging markets and verticals with minimal cost.

Leadership in Products and Services — The combination results in a company that partners with casino operators to maximize their gaming revenue by settling funds to casino floors through innovative and secure cash and cashless payment solutions, including CashStream™, CashValet®, CashlessValet®, QuickCheck™, POSpod®, ACMowl®, Jackpot Pro™, BankBuilder Pro™, Exchange Pro™, and all-inclusive bank vaulting programs. Passport’s proactive and collaborative product development approach with customers and regulatory authorities provides a unique perspective as Passport delivers custom solutions by customer and jurisdiction. Guardian Pro™, Live Cage™, Live Office™, and ActiveData RT® are representative of these efforts and a cornerstone of Passport’s commitment to secure and robust customer-focused solutions, cloud-based technologies, social responsibility, and regulatory compliance.

Passport’s proprietary transaction processing platform, DataStream™, facilitates ATM, POS, ACH, and retail transactions across all business lines and with one of the largest bank-sponsored ATM processors in the United States. With over 16 years of continuous improvement and thousands of customers, DataStream™ has earned its place among the nation’s top financial transaction processors. In addition to reliable and secure ATMprocessing, DataStream™ offers a robust and real-time client analytics portal, an innovative mobile portfolio management application, Dynamic Currency Conversion (DCC), and a comprehensive cash vaulting program for both retail and gaming properties. Passport also provides merchant service solutions to casinos and general merchant categories across North America through wholly-owned Paytron® Merchant Services. Paytron® provides Passport customers with leading merchant payment technology, omni-channel acceptance solutions, a single reporting portal, and consultative support from Passport’s merchant service experts.

Passport’s expansive suite of purpose-built payment and compliance solutions for gaming clearly differentiates Passport from traditional providers while providing one very important single point of support. Brick-and-mortar casinos, online casinos, cruise ships, and event wagering portals across the globe will continue to enjoy significant growth for the foreseeable future while demographic and consumer trends provide new challenges and related opportunities driven by technological advancements. Passport is positioned for hyper growth in targeted jurisdictions and verticals where greenfield and competitive opportunities abound.

Combining Like-minded Cultures — Passport and ASAI are immensely proud of their strong and complementary corporate cultures, which have been nurtured over many years. Our colleagues come first, as they are the most important contributors of talent, creativity, and energy to our success. We will take the best of both cultures and preserve and enhance our commitments to the communities in which we live, work, and support.

Timing and Approvals — The transaction remains subject to federal, state, and local licensing approvals in the various jurisdictions where Passport and ASAI operate. The transaction is not subject to financing.

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