American Express in the Acquisition of Loyalty Partner, the Operator of the PAYBACK System

December 17, 2010

Cleary Gottlieb is representing American Express in the acquisition of Loyalty Partner, a leading marketing services company, best known for the PAYBACK customer loyalty program it operates in Germany. Loyalty Partner also operates bonus programs in Poland and India and provides market analyses, operating platforms and consulting services that help merchants grow their businesses.

The acquisition was announced on December 16 and is expected to close in the first quarter of 2011, subject to receipt of regulatory approval.

The transaction, which values Loyalty Partner at EUR 496 (US$660) million, consists of an upfront cash purchase price of EUR 425 (US$566) million and an additional EUR 71 (US$94) million equity interest that will be held by Loyalty Partner’s management.