UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2010

MasterCard Incorporated
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)	 	001-32877
(Commission
File Number)	 	13-4172551
(IRS Employer
Identification No.)	

2000 Purchase Street
Purchase, New York
(Address of principal executive offices)	 	10577
(Zip Code)	
914-249-2000
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 7.01   Regulation FD Disclosure
On August 19, 2010, MasterCard Incorporated (the “Company”) issued a press release, attached hereto as Exhibit 99.1, announcing that it had agreed to the terms of a recommended cash acquisition (the “Acquisition”) of the issued shares of DataCash Group plc, an English incorporated company (“DataCash”), by MasterCard/Europay U.K. Limited (“MEPUK”), an indirect wholly-owned subsidiary of the Company. On August 19, 2010, the Company will host a conference call to discuss the Acquisition. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2. All   information in these exhibits is furnished but not filed.
Item 8.01.   Other Events.
Pursuant to the terms of the Acquisition, MEPUK will acquire DataCash at a price of 360 pence per share in cash, representing an aggregate amount of approximately £333 million (approximately $520 million). The Acquisition will be implemented by means of a court-sanctioned scheme of arrangement pursuant to English company law. The Acquisition, which is expected to close by the end of October 2010, is subject to various conditions, including, among other things, approval by a majority in number representing not less than 75% in value of voting Pele shareholders. MEPUK has received binding commitments from holders of approximately 52% of the shares of DataCash (including from the directors of DataCash) to vote in favor of the Acquisition.
The Acquisition is more fully described in the “Rule 2.5 Announcement” released in the U.K. on August 19, 2010 in connection with the Acquisition, which has been made publicly available on the London Stock Exchange’s website. The Rule 2.5 Announcement will   also be accessible through the Investor Relations section of the Company’s website at www.mastercard.com .
Item 9.01.   Financial Statements and Exhibits.
(d)  Exhibits.

Exhibit
Number	  	Exhibit Description	
		
99.1	  	Press Release issued by MasterCard Incorporated, dated August 19, 2010.	
		
99.2	  	Presentation of MasterCard Incorporated, dated August 19, 2010	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 	MASTERCARD INCORPORATED	
			
Date: August 19, 2010	 	By	  	                             /s/    N OAH  J. H ANFT                          
Noah J. Hanft,
General Counsel, Chief Payment System Integrity
and Compliance Officer and Corporate Secretary	

EXHIBIT INDEX

Exhibit
Number	  	Exhibit Description	
		
99.1	  	Press Release issued by MasterCard Incorporated, dated August 19, 2010.	
		
99.2	  	Presentation of MasterCard Incorporated, dated August 19, 2010	

Exhibit 99.1

	  		
MasterCard to Acquire DataCash Group plc to
Drive E-Commerce Payment Expansion
Transaction to Expand MasterCard’s Global Merchant Gateway Presence
Purchase, NY, August 19, 2010 – MasterCard Incorporated (NYSE: MA) today announced that it has entered into an agreement to acquire DataCash Group plc (AIM: DATA), a European payment service provider, at a price of 360 pence per share in cash, representing approximately £333 million (US$520 million) in aggregate.
DataCash offers a single interface that provides e-commerce merchants with the ability to process secure payments across the world. As one of the leading European payment service providers, DataCash develops and provides outsourced electronic payments solutions, fraud prevention, alternative payment options, back-office reconciliation and solutions for merchants selling via multiple channels. The company also has a leading fraud solutions and technology platform.
In 2009, DataCash processed more than 240 million transactions for more than 1,400 merchants in a variety of sectors, including retail, travel and leisure, entertainment, gaming and telecommunications. For the year ended December 31, 2009, DataCash reported revenue of £36.9 million (US$58 million) and an EBITDA margin of 46%. DataCash employs 362 people worldwide with operations in London, Dublin, Mannheim and Cape Town.
MasterCard believes the acquisition of DataCash will create a long-term growth platform, providing the company with the ability to:
 
 	•	 	Drive the growth of the e-commerce category in concert with MasterCard’s acquiring customers, thus increasing the use of MasterCard-branded credit and prepaid products, as well as MasterCard and Maestro-branded debit products, for online purchases – particularly in Europe and other markets;	
 
 	•	 	Expand and enhance MasterCard’s successful MiGS gateway business currently operating in the Asia Pacific region, enabling merchants to gain new market reach and access to value-added services;	
 
 	•	 	Leverage MasterCard’s network and global presence to more rapidly drive the global expansion and adoption of DataCash’s products and services beyond western Europe where a majority of DataCash’s business is conducted today;	

MasterCard Incorporated – Page 2
MasterCard to Acquire DataCash Group plc
 
 	•	 	Combine DataCash’s and MasterCard’s fraud capabilities and expertise resulting in “end-to-end” fraud screening and management services; and	
 
 	•	 	Expand DataCash’s platform and launch MasterCard’s new generation of e-commerce, mobile commerce and other payment products, enabling merchants to quickly accept these new forms of payments with minimal integration challenges.	
“E-commerce represents an important part of MasterCard’s growth strategy, and this acquisition will allow us to provide new services to our acquiring customers, as well as drive increased e-commerce penetration in both existing and new markets,” said Ajay Banga, MasterCard president and chief executive officer. “The acquisition of DataCash will expand our already significant e-commerce merchant gateway presence in Asia and Australia to European countries and other high-growth, emerging markets worldwide.”
“The proposed acquisition represents a significant opportunity for DataCash to drive increased adoption of our platforms and programs internationally and become part of the exciting value proposition of MasterCard,” said Ashley Head, chairman, DataCash Group plc. “This announcement marks a landmark development for our customers, merchants, partners and employees as we now look forward to the next stage of our development.”
MasterCard expects the transaction to be approximately $0.05 dilutive to its fourth quarter 2010 earnings per share due to amortization and one-time transaction costs. For 2011, MasterCard expects the transaction to be breakeven with respect to earnings per share and accretive in 2012.
The transaction, which is expected to close by the end of October 2010, is subject to a number of conditions as set forth in the announcement released this morning in accordance with Rule 2.5 of the U.K. Takeover Code, including DataCash shareholder approval.
At 9:00 a.m. ET today, MasterCard will host a conference call to discuss the transaction. The dial-in information for this call is 866-831-6224 (within the U.S.) and 617-213-8853 (outside the U.S.) and the passcode is 39132639. A replay of the call will be available for one week thereafter. The replay can be accessed by dialing 888-286-8010 (within the U.S.) and 617-801-6888 (outside the U.S.) and using passcode 32246546.
The live call and the replay, along with supporting materials, can also be accessed through the Investor Relations section of the company’s website at www.mastercard.com .
About MasterCard Incorporated
MasterCard Incorporated advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes over 22 billion transactions each year, and provides industry-leading analysis and consulting services to financial-institution customers and merchants. Powered by the

MasterCard Incorporated – Page 3
MasterCard to Acquire DataCash Group plc
 
MasterCard Worldwide Network and through its family of brands, including MasterCard ® , Maestro ® and Cirrus ® , MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to http://www.mastercard.com .
Forward-Looking Statements
Statements in this press release which are not historical facts, including statements about MasterCard’s proposed acquisition of DataCash Group plc and plans about strategies, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made. Accordingly, except for the company’s ongoing obligations under the U.S. federal securities laws, the company does not intend to update or otherwise revise the forward-looking information. Such forward-looking statements include, without limitation:
 
 	•	 	that all necessary conditions to consummate the transaction, including approval by DataCash shareholders, will be met;	
 
 	•	 	MasterCard’s ability to utilize DataCash as a long-term growth platform, including: expanding its gateway presence; increasing the use of MasterCard-branded products for online purchases; expanding the MasterCard MiGS gateway business; driving the global expansion and adoption of DataCash’s products and services; combining DataCash’s and MasterCard’s fraud capabilities and expertise; and expanding DataCash’s platform and launching MasterCard’s new generation of e-commerce, mobile commerce and other payment products; and	
 
 	•	 	the transaction being approximately $0.05 dilutive in 2010, breakeven in 2011 and accretive in 2012.	
In addition, actual results may differ materially from such forward-looking statements for a number of reasons related more broadly to MasterCard’s overall business, including those set forth in the company’s filings with the Securities and Exchange Commission (SEC), including the company’s Annual Report on Form 10-K for the year ended December 31, 2009, the company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2010. Factors other than those listed above could also cause the company’s results to differ materially from expected results.
Contacts:
MasterCard Incorporated
Investor Relations: Barbara Gasper, MasterCard Worldwide, investor_relations@mastercard.com , 914-249-4565
Media Relations: Chris Monteiro, MasterCard Worldwide, chris_monteiro@mastercard.com , 914-249-5826
Finsbury
European Media Relations: James Leviton, Finsbury, james.leviton@finsbury.com , +44 20 7251 3801
European Media Relations: Nick Woodruff, Finsbury, nick.woodruff@finsbury.com , +44 20 7251 3801

	

Conference Call
August 19, 2010
MasterCard's Acquisition of DataCash
Exhibit 99.2	

	

Forward-Looking Statements
Statements
in
this
presentation
that
are
not
historical
facts,
including
statements
about
MasterCard’s
proposed
acquisition
of
DataCash
and
plans
about
strategies,
beliefs
and
expectations,
are
“forward-looking
statements”
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Such
forward-looking
statements
are
based
on
reasonable
assumptions,
plans,
estimates
and
expectations,
and
are
not
guarantees
of
future
performance.
They
are
based
on
management’s
expectations
that
involve
a
number
of
business
risks
and
uncertainties,
any
of
which
could
cause
actual
results
to
differ
materially
from
those
expressed
in
or
implied
by
the
forward-looking
statements.
MasterCard
undertakes
no
obligation
to
publicly
update
or
revise
any
forward-
looking
statement.
The
risks
and
uncertainties
relating
to
the
forward-looking
statements
in
this
presentation
include
those
described
under
the
caption
“Risk
Factors”
and
“Forward-Looking
Statements”
in
the
Company’s
most
recent
Form 10-
K,
Form
10-Qs
and/or
any
Form
8-Ks
filed
or
furnished
with
the
U.S.
Securities
and
Exchange
Commission.
Page 2
NOT
FOR
RELEASE,
PUBLICATION
OR
DISTRIBUTION,
IN
WHOLE
OR
IN
PART,
IN,
INTO
OR
FROM
ANY
JURISDICTION
WHERE
TO
DO
SO
WOULD
CONSTITUTE
A
VIOLATION
OF
THE
RELEVANT
LAWS
OF
THAT
JURISDITION	

	

•
DataCash
is a leading European e-Commerce
gateway/payment
service
provider
•
Acquisition price of £
333 million, or 360 pence per share
–
Financed from MasterCard’s available cash
•
Expected closing by the end of October 2010
–
Subject to certain conditions including approval by DataCash
shareholders
•
Acquisition in line with MasterCard’s e-Commerce strategy, and expands its
existing e-Commerce gateway services
Acquisition of DataCash
by MasterCard
Page 3	

	

Leading Service
Provider
•
One of the leading European e-Commerce
gateways/payment service providers
•
Develops and provides outsourced electronic payments solutions, fraud prevention, alternative
payment options and back office services for merchants selling via multiple channels
•
Processed 240 million gateway transactions for more than 1,400 merchants in 2009
2009 Financial
Performance
•
Revenue of £ 36.9 million
•
EBITDA of £ 17.1 million and EBITDA Margin of 46%
Strong
Business Fit
•
Robust technology platform for payment processing and fraud management
•
Significant potential to cross-sell fraud protection services via MasterCard’s distribution channels
Other
•
Headquartered in London with offices in Dublin, Mannheim and Cape Town
•
Public
since
1996
and
listed
on
AIM
DataCash
Overview
Note:  Financials based on IFRS accounting
Page 4	

	

•
The interface between the merchant and its acquirer as
the transaction moves to the payments network
•
Enables online merchants to:
–
Accept many types of payments across multiple markets
–
Expand their geographic customer base
–
Benefit from additional services such as fraud prevention,
currency management, user authentication and back office
services
What is an E-Commerce Gateway?
Page 5	

	

Strategic Rationale
•
Drive growth of e-Commerce category in tandem with MasterCard’s acquirer
relationships to increase penetration in new and existing markets
•
Expand and enhance MasterCard’s existing MIGs
gateway to provide
merchants with new market reach and access to new service offerings 
•
Leverage MasterCard’s network and global presence to expand adoption of
DataCash’s
products and services beyond western Europe
•
Combine DataCash’s
and MasterCard’s fraud capabilities and expertise
•
Deliver new products to market with minimal integration challenges for
merchants
Page 6	

	

•
MasterCard to acquire all of DataCash’s
outstanding equity for a total
value of £333 million or 360 pence per share
–
54% premium to DataCash’s
August 18
th
closing price
–
DataCash
has no outstanding debt and is net cash positive
•
Transaction financed using available cash with expected closing by
the end of October 2010
•
Expected financial impact
–
4Q2010: approximately 5 cents dilutive to EPS
–
FY2011: breakeven
–
FY2012: accretive
Financial Considerations
Page 7	

	

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