VeriFone Systems Inc. and Hypercom Corp. have set aside their differences, announcing this morning an agreement in which VeriFone will acquire the competing point-of-sale terminal maker in an all-stock transaction valued at $485 million, including net debt VeriFone would assume.

The boards of both companies approved the terms of the deal, in which Hypercom shareholders would receive a fixed ratio of approximately 0.23 shares of VeriFone common stock for each Hypercom share they own, valued at approximately $7.32 per share based on the Nov. 16 closing price.

Hypercom, of Scottsdale, Ariz., last month had rebuffed VeriFone's earlier unsolicited offer valued at $280 million.

Analysts had said VeriFone's initial bid was too low. Others said the deal could violate antitrust laws, though VeriFone's chief executive, Doug Bergeron, said it might divest Hypercom's U.S. business to overcome such issues, as VeriFone was more interested in the terminal maker's overseas activities.

Hypercom made a case for demanding better terms with a strong third quarter.

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