Subsequent event	9 Months Ended
Sep. 30, 2017
Subsequent events
Subsequent events	15. Subsequent event On October 26, 2017, the Company, Franklin UK Bidco Limited, a private limited company incorporated under the Laws of England and Wales (“Fintrax Parent”) and a parent company of Fintrax Group (“Fintrax Group”), Fintrax US Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Fintrax Parent (“Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Fintrax Parent has agreed that Acquisition Sub will commence a cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares of (i) the common stock of the Company at a price per share of $4.50, net to seller in cash, subject to any withholding of taxes required by applicable law, and (ii) the Series A Preferred Stock of the Company, for $13.725 per share, equal to the common stock offer price multiplied by the conversion ratio for the Series A Preferred Stock set forth in the Company’s restated certificate of incorporation rounded to the nearest one-hundredth, which is 3.05, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law; and subject to the terms and conditions of the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Fintrax Parent has agreed that Acquisition Sub will commence the Offer to acquire all of the issued and outstanding shares of Common Stock and Series A Preferred Stock. The Merger Agreement provides that, following the consummation of the Offer, Acquisition Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Fintrax Parent. The merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, with no stockholder vote required to consummate the merger. The consummation of the Offer will be subject to a number of conditions, including, at least a majority of the shares of the outstanding common stock, on a fully diluted basis, and a majority of the shares of the Series A Preferred Stock, having been validly tendered into and not withdrawn from the Offer, (ii) receipt of certain regulatory approvals, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the accuracy of the representations and warranties and compliance with the covenants contained in the Merger Agreement, subject to qualifications, and (iv) other customary conditions. In addition, the Merger Agreement may be terminated under certain circumstances, including in specified circumstances in connection with an acquisition proposal that our board of directors determines constitutes a “Superior Proposal,” as defined in the Merger Agreement. Upon the termination of the Merger Agreement, under specified circumstances, the Company will be required to pay to Fintrax Parent a termination fee of approximately $7.7 million.

15. Subsequent event

On October 26, 2017, the Company, Franklin UK Bidco Limited, a private limited company incorporated under the Laws of England and Wales (“Fintrax Parent”) and a parent company of Fintrax Group (“Fintrax Group”), Fintrax US Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Fintrax Parent (“Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Fintrax Parent has agreed that Acquisition Sub will commence a cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares of (i) the common stock of the Company at a price per share of $4.50, net to seller in cash, subject to any withholding of taxes required by applicable law, and (ii) the Series A Preferred Stock of the Company, for $13.725 per share, equal to the common stock offer price multiplied by the conversion ratio for the Series A Preferred Stock set forth in the Company’s restated certificate of incorporation rounded to the nearest one-hundredth, which is 3.05, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law; and subject to the terms and conditions of the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Fintrax Parent has agreed that Acquisition Sub will commence the Offer to acquire all of the issued and outstanding shares of Common Stock and Series A Preferred Stock. The Merger Agreement provides that, following the consummation of the Offer, Acquisition Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Fintrax Parent. The merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, with no stockholder vote required to consummate the merger. The consummation of the Offer will be subject to a number of conditions, including, at least a majority of the shares of the outstanding common stock, on a fully diluted basis, and a majority of the shares of the Series A Preferred Stock, having been validly tendered into and not withdrawn from the Offer, (ii) receipt of certain regulatory approvals, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the accuracy of the representations and warranties and compliance with the covenants contained in the Merger Agreement, subject to qualifications, and (iv) other customary conditions.

In addition, the Merger Agreement may be terminated under certain circumstances, including in specified circumstances in connection with an acquisition proposal that our board of directors determines constitutes a “Superior Proposal,” as defined in the Merger Agreement. Upon the termination of the Merger Agreement, under specified circumstances, the Company will be required to pay to Fintrax Parent a termination fee of approximately $7.7 million.