Visa 2015 Annual Report Download - page 44

significant challenges and risks. In cases where strategic acquisitions or investments are not
successfully implemented or completed, our financial condition or results of operations could be
negatively impacted. We may incur substantial debt for strategic acquisitions or investments, which
could adversely impact our credit ratings. Achieving the benefits of an acquisition is also dependent
upon efficiently integrating the acquired business and systems into our existing operations,
successfully managing new risks associated with the acquired business and achieving expected
synergies, any of which we may be unable to achieve on a timely basis or at all.
Until our acquisition of Visa Europe is completed, we are subject to the terms of the exclusive
license granted to Visa Europe in most acquisitions and major investments that involve countries in
Visa Europe’s territory, which impacts our ability to expand or conduct business in those regions.
Regulatory constraints, particularly competition regulations, may also affect the extent to which we can
maximize the value of our acquisitions or investments. Acquisitions outside the U.S. may present
unique challenges or increase our exposure to risks associated with foreign operations, including
foreign currency risks and the risks of complying with foreign regulations.
Furthermore, the integration of any acquisition or investment will take time and resources from our
core business and may disrupt our operations. We may spend time and money on acquisitions or
investments that do not increase our revenues. Although we periodically evaluate potential acquisitions
of and investments in businesses, products and technologies and anticipate continuing to make these
evaluations, we cannot guarantee that they will be successful.
With the evolution of technology and the opening of new market segments, we may choose to
participate in areas in which we have not engaged in the past, either through acquisitions or through
organic development. These include digital, eCommerce, loyalty services and mobile payments. Our
recent entry into these businesses requires additional resources and presents an additional degree of
risk, which could materially and adversely affect our financial condition and results of operations.
Risks Relating to our Proposed Acquisition of Visa Europe
We may not be able to complete the acquisition of Visa Europe on the terms currently
contemplated or at all.
On November 2, 2015, we announced a definitive agreement to acquire Visa Europe Ltd. We and
Visa Europe have agreed to use all reasonable efforts to take all actions reasonably necessary to
complete the acquisition. There is no assurance, however, that the acquisition will ultimately be
completed, as the obligations of the parties to complete the acquisition are subject to various
conditions. These conditions include, among others:
• receipt of necessary regulatory approvals;
• absence of any material adverse effect (as determined under the definitive transaction
documentation) on Visa Europe or the Company since September 30, 2014;
• absence of legal restraints that prohibit the closing of the acquisition;
• the U.K. loss sharing agreement remaining in full force and effect and the litigation
management deed having been fully executed and remaining in full force and effect;
• compliance by each party in all material respects with its obligations under the acquisition
agreement; and
31