Worldpay invites stockholders to vote on FIS deal

Maria Nikolova

A special meeting of Worldpay shareholders will be held on July 24, 2019.

Payments technology company Worldpay Inc (NYSE:WP) is inviting its shareholders to attend a special meeting be held on July 24, 2019 at 12:00 p.m. Eastern Time at The Marriott Cincinnati Northeast, 9664 S. Mason-Montgomery Road, Mason, Ohio 45040. At the meeting, the shareholders will be able to vote on the deal with FIS.

In March this year, FIS, Worldpay and Wrangler Merger Sub, Inc., a wholly-owned subsidiary of FIS, entered into the merger agreement, pursuant to which FIS has agreed to acquire Worldpay. At the effective time of the merger, each share of Class A common stock, par value $0.00001 per share, of Worldpay, will be converted into the right to receive (i) 0.9287 shares of common stock, par value $0.01 per share, of FIS, together with cash in lieu of fractional shares, if any, and (ii) $11.00 in cash.

Shareholders are invited to attend the Worldpay special meeting, at which they will be asked to vote on:

  • a proposal to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger, pursuant to which Merger Sub will merge with and into Worldpay;
  • a non-binding, advisory proposal regarding certain executive officer compensation payments that will or may be made to Worldpay’s named executive officers in connection with the merger;
  • a proposal to adjourn the Worldpay special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Worldpay merger proposal have not been obtained by Worldpay.

Only Worldpay stockholders of record as of the close of business on June 3, 2019 are entitled to notice of, and to vote at, the Worldpay special meeting or any adjournment or postponement thereof. Completion of the merger contemplated by the merger agreement is conditioned on, among other things, receiving the requisite approval of the Worldpay merger proposal.

The Worldpay board has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and recommends that Worldpay stockholders vote “FOR” the Worldpay merger proposal.

There will also be a special meeting of shareholders of FIS on July 24, 2019 at 12:00 p.m. Eastern Time in the Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, FL 32204. Shareholders will be asked to vote on:

  • A proposal to approve the issuance of shares of FIS common stock in the merger;
  • A proposal to approve an amendment to the articles of incorporation of FIS to increase the number of authorized shares of FIS common stock from 600,000,000 to 750,000,000, effective only immediately prior to consummation of the merger;
  • A proposal to adjourn the FIS special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the FIS share proposals have not been obtained by FIS.

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