TSG and Clearent Merge to Form Xplor, a Global Platform Integrating Software, Payments and Commerce-Enabling Solutions

ATLANTA,Feb. 25,2021 -- Clearent,a full-service,integrated payment solutions provider based in the United States and Transaction Services Group (TSG),a global provider of business management software and integrated payments for the subscription economy,today announced that they have entered into a definitive merger agreement. TSG and Clearent,both portfolio companies of Advent International ("Advent"),one of the world's largest private equity firms and a leading investor in payments technology,are combining to create asuperior global platform designed to integrate software,payments,and commerce-enabling solutions for specific vertical markets.

The resulting company will be relaunched as Xplor Technologiesservingover 82,000 businesses that processed over $27 billion in payments,operating across 158 countries in 2020. The group's offering combines enterprise software solutions for businesses in five industry verticals - Education,Health and Fitness,Boutique Wellness,Field Services and Personal Services -and a global,cloud-based processing platform that allows clients to seamlessly and securely process payments for their services.

The new company will also provide a range of commerce-enabling solutions such as CRM and loyalty program applications,online learning and training software,consumer engagement mobile apps,employee service delivery mobile apps,and billing and account management services that help businesses thrive and prosper by maximizing customer engagement and optimizing operations.

"This is a highly complementary combination of applications and platforms that are well positioned to empower businesses that operate in 'everyday life' verticals,which are growing rapidly because they are so important to consumers around the world," said Floris de Kort,CEO of TSG. "This transaction will enable us to better leverage the advantages of our global breadth with our hyper-local expertise. We will invest in and commercialize our product innovations more effectively,such as our suite of mobile apps,so that we can continue to help our clients eliminate friction and deliver better experiences to their consumers and small businesses."

"Our cloud-based,technology platform allows clients and partners to 'plug and play' easily into our suite of software and payments solutions,speeding their time to market and helping them navigate the operational pain points that too often hold businesses back," said Pamela Joseph,Clearent CEO. "With intimate knowledge of building companies from the ground up,we have a passion for offering a personal and high-quality customer service approach that is lacking in the market today."

"We have strong conviction in the compatibility of these two companies and their ability to create a category leader" said Chris Egan,Managing Partner at Advent. "We've been extremely pleased to see such significant growth in both Clearent and TSG over the past few years,and we believe this combination will further accelerate our expansion into new markets and geographies and better capitalize on the accelerating digitization in our end market verticals."

"This merger brings together an all-star team of operators and industry entrepreneurs with an impressive track record in developing and operating software applications and payment services," said Jeff Paduch,Managing Partner at Advent. "Building on our success in creating other payment industry leaders,we are excited to form this platform to drive continued organic and inorganic growth globally."

Xplor will be headquartered in the United States in Atlanta,GA,with operations across North America,Australasia,Europe,and the United Kingdom employing over 2,000 people. Clearent CEO Pamela Joseph will serve as Executive Chair of the new company and TSG CEO Floris de Kort will serve as Group CEO. The transaction is expected to close in the second quarter of 2021.

Advisors

Macquarie Capital served as financial advisors to TSG on the transaction. Citi served as financial advisors to Clearent. Proton Partners served as strategic advisor to Advent International and Xplor,and Goldman Sachs and UBS advised on the financing of the transaction.

ABOUT TRANSACTION SERVICES GROUP (TSG)

TSG is a leading global provider of software and integrated payments for the Education,Health and Fitness and Boutique Wellness markets. The company was founded in 1994 in Auckland,New Zealand with solutions tailored for the Health and Fitness industry. Since then,TSG has expanded into new geographies and verticals,leveraging its growing team of entrepreneurs,with a deep understanding of the daily friction points in these sectors,who joined together to build TSG's powerful and convenient suite of enterprise software,mobile apps and commerce-enabling technology solutions. TSG now helps business owners across Australasia,the United Kingdom and North America engage with their clients,manage their daily operations and optimize their billing and payments more effectively and efficiently. For more information visit: www.transactionservices.global

ABOUT CLEARENT

Clearent is a full-service payment solutions provider that helps small and medium-size businesses securely accept payments through its proprietary,omni-channel platform. Clearent is also a leader of software solutions in the Field and Personal Services markets. Independent software vendors (ISVs) and sales offices receive the tools they need to grow and scale through Clearent's partnership program,which delivers tailored payment solutions,sales models,and portfolio management technologies. With offices throughout the United States,Clearent has consistently been named in the Inc. 5000 list of fastest-growing companies,The Nilson Report's list of top U.S. acquirers,The St. Louis Post-Dispatch Top Workplaces award,and the St. Louis Business Journal's list of fastest growing private companies. To learn more,visit:www.clearent.com.

ABOUT ADVENT INTERNATIONAL

Founded in 1984,Advent International is one of the largest and most experienced global private equity investors. The firm has invested in over 350 private equity transactions in 41 countries,and as of September 30,2020,had $66.2 billion in assets under management. With 15 offices in 12 countries,Advent has established a globally integrated team of over 200 investment professionals across North America,Latin America,and Asia. The firm focuses on investments in five core sectors,including business and financial services; health care; industrial; retail,consumer and leisure; and technology. After 35 years dedicated to international investing,Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. For more information,visit:

Website: www.adventinternational.com

LinkedIn: www.linkedin.com/company/advent-international

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