VeriFone Proposes To Register Shares For Sale With The SEC

SAN JOSE, Calif.--(BUSINESS WIRE)--Aug. 25, 2005--VeriFone Holdings, Inc. (NYSE: PAY), announced today that it is proposing to register for sale with the Securities and Exchange Commission approximately 10 to 12 million shares of common stock for sale by the company and certain stockholders. Subject to market conditions, VeriFone expects to issue approximately 2.5 million shares of common stock, with the remaining shares to be registered for sale by VeriFone stockholders that have contractual rights to register shares for resale. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective.

VeriFone expects to use the net proceeds that it receives in the offering for general corporate purposes, including potential acquisitions of companies and technologies that complement VeriFone's business, although it has no agreements or understandings with respect to any such acquisitions at this time. VeriFone will not receive any proceeds from the sale of the shares of common stock being offered and sold by the selling stockholders. It is anticipated that the shares will be sold in an underwritten offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Statements in this press release that are not historical facts or that relate to future plans are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of VeriFone Holdings, Inc. These risks and uncertainties include: the status of our relationship with and condition of third parties upon whom we rely in the conduct of our business, our dependence on a limited number of customers, uncertainties related to the conduct of our business internationally, our ability to effectively hedge our exposure to foreign currency exchange rate fluctuations, our dependence on a limited number of key employees, short product cycles, rapidly changing technologies and maintaining competitive leadership position with respect to our payment solution offerings, our ability to identify and complete acquisitions and strategic investments and successfully integrate them into our business, and our ability to protect against fraud. For a further list and description of such risks and uncertainties, see our periodic reports filed with the Securities and Exchange Commission. VeriFone is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.