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Payments Company Worldline Agrees to Acquire Ingenico for Implied Equity Value of $8.7B

Worldline SA (OTC: WRDLY) and Ingenico Group SA (OTC: INGIY) announce today that their respective Boards of Directors have unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, co

Benzinga · 02/03/2020 10:40

Worldline SA (OTC: WRDLY) and Ingenico Group SA (OTC: INGIY) announce today that their respective Boards of Directors have unanimously 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. This transaction would combine two premier companies to create the world's number four player in payment services with circa 20,000 employees in approximately 50 countries with physical presence. Upon closing, the new combined group would offer best-in-class payment services to nearly 1 million merchants and 1,200 financial institutions.
 
Key transaction terms
 
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 "Primary Offer").
 
The offer represents a premium of 24% based on the last one month respective volume weighted average share prices.
 
The tender offer for Ingenico shares will include:
The Primary Offer
A secondary exchange offer: 56 Worldline shares in exchange for 29 Ingenico shares, translating into an offer price of €123.10 as of last close, as of January 31st, 2020
A secondary cash offer: €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 31st, 2020
 
The tender offer is cum dividend, i.e. the consideration offered to Ingenico shareholders would be reduced by an amount equal to the potential dividend to be paid by Ingenico prior to closing.
 
Upon closing, former Worldline shareholders would own c.65% of the combined entity and former Ingenico shareholders would own c.35%.