United States' Consent Motion to Stay Proceedings and Supporting Memorandum

The United States of America respectfully requests, with the consent of all parties, that the Court stay all proceedings in this case, other than the filing of an amended complaint by the United States along with a request to dismiss one of the defendants to this action, until further order of the Court. The United States requests that this stay include, but not be limited to, a suspension of all discovery and of the deadlines for filing further pleadings and conducting pretrial or scheduling conferences.

On May 12, 2011, the United States filed an antitrust Complaint against Defendants VeriFone Systems, Inc. ("VeriFone), Hypercom Corp. ("Hypercom"), and Ingenico S.A. ("Ingenico"). The Complaint alleged that VeriFone's proposed acquisition of Hypercom was anticompetitive and that the related divestiture of certain U.S. assets of Hypercom to Ingenico did not resolve the competitive issues with the VeriFone/Hypercom deal.

On May 19, 2011, the Defendants informed the United States that they had terminated the transaction involving the sale of certain U.S. assets of Hypercom to Ingenico. The United States will therefore file an amended complaint reflecting the abandonment of the Hypercom/Ingenico deal and requesting the dismissal of Ingenico as a defendant to this action.

The United States, VeriFone, and Hypercom have agreed to explore whether an alternative buyer of Hypercom's U.S. business would address the United States' competitive concerns with VeriFone's proposed acquisition of Hypercom. All parties therefore wish to suspend this litigation to enable such discussions to proceed. If these discussions fail to result in agreement, the parties will return to the Court to request a resumption of the lawsuit and to seek a further order governing the timing of the case.

The United States has conferred with all parties on this Motion and all parties consent to the Motion. The Court has the authority to issue the proposed Order under Rule 6(b) of the Federal Rules of Civil Procedure and under its inherent authority to manage its docket. A proposed Order is attached as Exhibit A to this Motion.

Dated: May 25, 2011