Worldline set to acquire Ingenico in deal to create major payment services provider

Maria Nikolova

Under the terms of the tender offer, Ingenico shareholders would receive 11 Worldline shares and €160.5 in cash for 7 shares tendered.

Worldline SA (EPA: WLN) and Ingenico Group SA (EPA: ING) announce today that their respective Boards of Directors have approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction, as of last closing prices, as well as outstanding OCEANEs. The deal is set to create a major player in the payment services sector.

Under the terms of the tender offer, Ingenico shareholders would receive through a primary offer, 11 Worldline shares and €160.5 in cash for 7 shares tendered. The offer represents a premium of 24% based on the last one month respective volume weighted average share prices.

A secondary exchange offer will give Ingenico’s shareholders 56 Worldline shares in exchange for 29 Ingenico shares, translating into an offer price of €123.10 as of last close, as of January 31, 2020.

A secondary cash offer includes €123.10 per Ingenico share.

Ingenico shareholders will be able to elect one or a combination of the secondary offers, subject to proration and allocation adjustments that will ensure that, in the aggregate, the number of shares issued and the amount of cash paid shall be equal to those if all shares had been tendered into the Primary Offer.

The tender offer will also target all outstanding Ingenico OCEANEs. Holders of Ingenico OCEANEs will have the option to receive either a cash or mixed offer:

  • Cash offer: €179.0 for each Ingenico OCEANE;
  • Mixed offer: 4 Worldline shares and € 998 in cash offered for 7 OCEANEs tendered, translating into an offer price of €179.0 per OCEANE as of January 31, 2020.

Upon closing, former Worldline shareholders would own approximately 65% of the combined entity and former Ingenico shareholders would own circa 35%.

SIX, which sold its card business to Worldline in 2018 and is currently one of the largest shareholders with a stake of around 27% in the French group, said today that it supports the deal.

SIX says it intends to remain a medium to long-term shareholder in Worldline fully committed to its role on Worldline’s board of directors. If the combination of Worldline and Ingenico take place, SIX will be entitled to appoint an additional board member, provided that its voting rights in the combined entity is greater than 15% as from closing. SIX would be the major shareholder of the combined group with a stake of approximately 17%, based on its current holding in Worldline.

SIX also unveiled its plans to commit to a new lock-up effective upon closing of the transaction until the end of H1 2021 as evidence of its full support to the contemplated strategic transaction with Ingenico and consistent with its position as medium to long term reference shareholder of the combined group.

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