Visa expects the proposed restructuring will best position the company to meet the evolving needs of its members and will accelerate its growth by improving organizational efficiency, addressing certain legal claims that exist in some markets, and increasing access to capital.

Under the proposed restructuring, Visa Inc. will be created through a series of mergers involving Visa Canada, Visa USA and Visa International, which includes the operating regions of Asia Pacific; Latin America and the Caribbean; and Central and Eastern Europe, Middle East and Africa. The reorganization will result in a new stock corporation owned by Visa members. After the mergers are complete, the global corporation intends to begin the IPO process and list its shares on a major stock exchange. It is expected that a majority of the shares in the reorganized company will be sold to the public.

The boards of directors of Visa’s six regions and Visa International unanimously approved the recommendation for the restructuring. The restructuring is subject to approval by Visa members and regulatory authorities.

Within the new model, Visa Europe will retain its member-owned association structure, with continued ownership by its 4,500 European member banks, and will operate as a licensee of Visa Inc. This structure will enable Visa Europe to focus on the significant opportunities arising from the formation of an internal market for payments in Europe through the Single Euro Payments Area (SEPA). Visa Europe will be a minority stockholder in the global company, and Visa Inc. will have a minority investment interest in Visa Europe.

Visa’s new structure is expected to strengthen global coordination and accelerate product development and innovation, while preserving the advantages of Visa’s strong local market expertise and execution. As a result, Visa anticipates that it will improve its ability to service global customers while continuing to meet the needs of local markets. Visa intends to continue to ensure the highest levels of interoperability, reliability and security throughout the global enterprise.

As part of the restructuring, the board of Visa Inc. will be comprised of a majority of independent directors.

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