Visa Files Registration Statement Related to Restructuring



    SAN FRANCISCO, June 22 /CNW/ -- Visa Inc. today filed a registration
statement with the United States Securities and Exchange Commission (SEC)
related to the series of transactions for the planned combination of Visa
Canada, Visa International and Visa USA into a single private stock company,
Visa Inc. Visa Europe will remain a membership association and will become a
licensee of, and own a minority interest in, Visa Inc.
    The registration statement describes these transactions and provides
details about the terms of Visa Inc.'s future relationship with Visa Europe as
a licensee. The proposed restructuring is intended to facilitate an initial
public offering of shares in Visa Inc.
    Under this proposed structure, Visa Europe will remain a separate entity
focused on meeting the unique needs of its customers in the European market.
At the same time, the Visa enterprise expects to work seamlessly, enhancing
interoperability, reliability and security for Visa members, customers,
cardholders and merchants around the world.
    Once the SEC has completed its review and declared the registration
statement effective, Visa will undertake a global process to secure member
approval of the restructuring.
    This press release is not an offer to sell, nor a solicitation of an
offer to buy, any securities. Any offer will be made only by means of a
prospectus contained in a registration statement that will be filed with the
U.S. Securities and Exchange Commission.

    About Visa:  Visa operates the world's largest retail electronic payments
network providing processing services and payment product platforms. This
includes consumer credit, debit, prepaid and commercial payments, which are
offered under the Visa, Visa Electron, Interlink and PLUS brands. Visa enjoys
unsurpassed acceptance around the world and Visa/PLUS is one of the world's
largest global ATM networks, offering cash access in local currency in more
than 170 countries.
    For more information, visit http://www.corporate.visa.com.

    
    Additional Information and Where You Can Find It:
    
    This communication is being made in respect of the proposed
restructuring. In connection with the proposed restructuring, Visa has filed
and will be filing documents regarding the proposed transaction with the SEC,
including a registration statement on Form S-4 containing a proxy
statement-prospectus. We urge members to read the registration statement, the
definitive proxy statement-prospectus regarding the proposed restructuring and
any other relevant documents carefully and in their entirety when they become
available because they will contain important information about the proposed
restructuring. The definitive proxy statement-prospectus will be mailed to
voting members of Visa International, Visa USA and Visa Canada. You may obtain
copies of any of these documents filed with the SEC that contain information
about the proposed restructuring free of charge at the Web site maintained by
the SEC at www.sec.gov or from Visa Inc., Investor Relations, at P.O. Box
8999, San Francisco, California 94128-8999.

    
    FORWARD-LOOKING STATEMENTS
    
    This press release contains forward-looking statements. These statements
may be identified by the use of words such as "will," "believes,"
"anticipates," "intends," "estimates," "expects," "projects," "plans" or
similar expressions. Such forward-looking statements include, without
limitation, statements about the proposed restructuring and related
transactions, strategy, future operations, prospects, plans and objectives of
management and events or developments that we expect or anticipate will occur.
The forward-looking statements reflect Visa's current views and assumptions
and are subject to risks and uncertainties, which may cause actual and future
results and trends to differ materially from the forward-looking statements,
including but not limited to ability to obtain approval by Visa's members for
the proposed restructuring and related transactions; the successful completion
of the restructuring and related transactions; Visa's ability to achieve its
strategic objectives; the outcome of legal proceedings; uncertainties inherent
in operating internationally; and the impact of law and regulations. Many of
these factors are beyond Visa's ability to control or predict. Given these
factors, you should not place undue reliance on the forward-looking
statements.

    
    Contact:  Paul Cohen
              Office: +1 415 932 2166
              pcohen@visa.com

              Hadley Wilkins
              Office: +1 415 318 4199
              Mobile: +1 415 710 7836
              hadley.wilkins@fleishman.com

              Visa Media Hotline
              +1 415 932 2564

    




For further information:

For further information: Paul Cohen of Visa Inc., +1-415-932-2166, 
pcohen@visa.com; or Hadley Wilkins, +1-415-318-4199, Mobile, +1-415-710-7836, 
hadley.wilkins@fleishman.com, for Visa Inc.; or Visa Media Hotline, 
+1-415-932-2564 Web Site: http://www.corporate.visa.com

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VISA Canada Corporation

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