PE-Backed Vesdia Corporation Merges with Cartera

Vesdia Corp., which is backed by the Comvest Group, has merged with Cartera Commerce, a provider of marketing and merchant-funded rewards programs. Financial terms of the deal were not disclosed. The combined company will retain the Cartera Commerce brand and will be headquartered in Lexington, Mass. Comvest acquired a majority interest in Vesdia in December 2009.

PRESS RELEASE
The Comvest Group announced that effective today, Comvest Investment Partners III, L.P. (“Comvest III”) portfolio company Vesdia Corporation has merged with Cartera Commerce. Vesdia, in which Comvest III acquired a majority equity interest in December of 2009, is a pioneer in partnership marketing and the leading provider of in-store merchant-funded rewards. Cartera Commerce is the leading provider of multi-channel transaction marketing and merchant-funded rewards solutions. The terms of the transaction were not disclosed.

The combined company is now the industry’s top provider of multi-channel merchant networks and performance advertising solutions, with an advertising reach of more than 150 million consumers and a blue-chip client roster, including 4 of the top 5 U.S. card issuers and 3 of the 4 largest U.S. airlines. The combined company will retain the Cartera Commerce brand and will be headquartered in Lexington, MA with significant operations in Atlanta, GA.

“There is unprecedented market demand for multi-channel merchant networks, performance advertising and transaction marketing solutions, especially given the impact of the Durbin Amendment on debit card interchange fees,” said Tom Beecher, president and CEO of Cartera Commerce. “With more comprehensive solutions, a larger merchant network and greater overall scale, the merger of Cartera and Vesdia allows us to fully capitalize on this compelling market opportunity, driving incremental revenue for merchants, banks and loyalty programs.”

Tom Beecher, president and chief executive officer of Cartera Commerce, will continue in this role, leading an integrated management team for the combined company. Jim Douglass, president and chief executive officer of Vesdia, is now the executive vice president of retail advertising and partnerships and a board member of Cartera Commerce. Pete Kight, chairman of the board for Vesdia, co-chairman of the Comvest Group and previously the founder, Chairman and CEO of CheckFree Corporation, has also joined Cartera’s board of directors. Daniel Nenadovic, board member of Vesdia and Principal at the Comvest Group, will remain a board observer at Cartera.

Cartera and Vesdia bring together synergistic and complementary capabilities, merchant networks and client bases. Vesdia’s industry-leading “brick-and-mortar” merchant network features “always-on” offers from more than 1,000 national, regional and local in-store retailers, delivering value and differentiation to some of the world’s largest travel, hospitality and loyalty programs. Cartera’s award-winning multi-channel shopping and transaction marketing platform has powered the company’s tremendous revenue growth, partnerships with “everyday spend” merchants, and adoption by leading financial services firms.

The merger will create significant benefits for clients and partners of both companies, including:
• Largest Merchant Network and Offer Inventory: More than 3,000 national, regional, local and online merchant partners, including the industry’s best inventory of “always-on” brick-and-mortar rebate offers, and access to over 75,000 local coupons.
• Product Leadership and Innovation: A best-in-class multi-channel shopping and transaction marketing platform featuring a compelling, personalized user experience and targeted offer delivery across multiple digital marketing channels including mobile, web, online banking statements, email, social media and browser apps.
• Scale, Investment and Growth: The consumer reach, network scale and combined resources needed to optimally develop and service client and merchant partnerships, while accelerating innovation and expansion.

About Vesdia Corporation
Vesdia Corporation is the single largest provider of loyalty marketing and multi-channel merchant network services. Through its leading merchant-funded rewards programs and patent-protected technology, Vesdia offers a full array of loyalty solutions to financial institutions, affinity groups and merchants enabling customers to earn more meaningful rewards faster. For more information, visit www.vesdia.com.

About Cartera Commerce
Cartera Commerce is the leading provider of multi-channel merchant networks and performance advertising solutions that increase revenue and drive incremental sales for retailers, banks, card issuers and loyalty programs. With a robust transaction marketing platform and a world-class network of national, regional, local and online merchant partners, Cartera Commerce powers personalized online and in-store shopping programs across multiple digital marketing channels including web, mobile, online banking statements, email, social media and browser apps. Cartera’s performance advertising network now integrates more than 3,000 merchant partners and reaches more than 150 million consumers. Industry leaders including American Airlines, Wells Fargo, Delta Airlines, SunTrust, USAA, Citizens Bank, Upromise and United Airlines rely on Cartera to build loyal, profitable customer relationships. Cartera was rebranded from Mall Networks in August 2010 and merged with Vesdia in January 2011. The company is headquartered in Lexington, Mass. For more information, visit www.cartera.com.

About Comvest Group
The Comvest Group is a leading private investment firm focused on providing debt and equity capital to lower middle-market companies. Our firm includes seasoned, senior level operating executives at all levels who partner with managers and owners of companies to grow businesses and create long-term value. Since 1988, Comvest has invested more than $2 billion of capital in over 200 public and private companies. For more information, please visit www.comvest.com.