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MEMPHIS, Tenn. -- Concord EFS and Electronic Payment Services (EPS) announced today they have entered into an agreement and plan of merger.

The $920 million acquisition is structured as a tax-free reorganization in which Concord would issue 32.310 million shares of common stock for all of the outstanding shares and options of EPS common stock.

Dan M. Palmer, chairman and CEO of Concord stated, "We believe this merger will combine two great internal growth companies. Traditionally Concord has been a marketing and service company focusing on growth while EPS has tremendous processing capabilities through the MAS, MAC and BUYPASS groups. Going forward we can broaden each of our markets by expanding into new industry segments of the transaction processing business."

Richard N. Garman, president and CEO of EPS has stated openly in recent years that he was seeking public capitalization for EPS, either through an initial public offering (IPO) or through a merger with a public company. "This merger has important advantages over an IPO," he said. "Both EPS and Concord are acquirers and outsourcers, serving similar markets, and our respective product lines are complementary. This combination will enhance the products we offer today to our respective clients, and will open new markets for our services."

Edward A. Labry III, president of Concord stated, "This merger allows
the two companies to combine their experience and expertise in providing processing solutions to the fastest growing payment niches including supermarkets, oil and gas, and convenience store locations. We believe our current and future customers will benefit substantially by utilizing Concord's traditional vertically integrated processing approach. Combined, Concord gains many front-end certifications through EPS and EPS gains a settlement bank for a fully integrated processing solution."

EPS, which will be a wholly owned subsidiary of Concord, is currently owned by Bank One Corporation, First Union Corporation, KeyCorp, National City Corporation and PNC Bank Corporation. EPS operates BUYPASS Corporation and MONEY ACCESS SERVICE INC. (MAC), which will continue as EPS subsidiaries.

Concord provides electronic transaction authorization, processing,
settlement and funds transfer services in selected markets. Concord's primary activity is card services, including credit, debit card and electronic benefit transfer (EBT) card transactions to supermarket chains, grocery stores, convenience store merchants and other retailers. Concord also provides electronic payment, banking products and payroll services to trucking companies, truck stops and other niche segments of the market.

EPS, a privately-held company headquartered in Wilmington, Delaware, is a leading electronic funds transfer (EFT) processor in the United States, with approximately 2.7 billion transactions annually. EPS is the holding company for BUYPASS Corporation, a major third-party POS processor and debit transaction acquirer with annual transaction volume of almost 1.2 billion; and MONEY ACCESS SERVICE INC. (MAS), an EFT processor and the nation's leading ATM terminal driver, with over 32,000 ATMs driven in all 50 states. MAS is also the operator of the MAC EFT network, the largest EFT network in the United States based on almost 1.5 billion switch transactions annually.