INGENICO GROUP: Following the very large success of Worldline's friendly tender offer for Ingenico, the offer will be reopened from October 22 until November 4

Following the very large success of Worldline's friendly tender offer for Ingenico, the offer will be reopened from October 22 until November 4

Bezons and Paris, October 21, 2020

Following the very large success of Worldline's friendly tender offer for Ingenico shares and OCEANEs1, the offer will be reopened from October 22 until November 4, 2020 (inclusive).

The reopened offer will allow Ingenico’s shareholders and OCEANEs holders having not yet tendered their securities to the offer to do so under unchanged conditions, as reminded hereafter:

  • An offer for Ingenico shares including a primary mixed offer and, subject to a "mix and match" mechanism, a secondary exchange offer and a secondary cash offer: 
    • Primary mixed offer: 11 Worldline shares and €160.50 for 7 Ingenico shares
    • Secondary exchange offer: 56 Worldline shares in exchange for 29 Ingenico shares
    • Secondary cash offer: €123.10 per Ingenico share 
  • An offer for Ingenico OCEANEs including an alternative between a mixed offer and a cash offer: 
    • Mixed offer: 4 Worldline shares and €998 for 7 Ingenico OCEANEs
    • Cash offer: €179 for each Ingenico OCEANE

It is specified that the reduction rate that may result from the mix and match mechanism of the secondary branches for the Ingenico shares will only be applied to the Ingenico shares tendered during the reopening period of the offer without taking into account the shares tendered during the initial offer period for which the settlement-delivery will already have taken place.

Worldline further confirms its intention to implement a squeeze-out for the Ingenico shares and OCEANEs following the reopened offer; in this respect, it is very likely that the conditions for the squeeze-out will have already been satisfied on the settlement-delivery date of the initial2 offer.

 

Availability of documents relating to the offer

Worldline's offer document and Ingenico's response document, as approved by the AMF on July 28, 2020 under visa no. 20-370 and visa no. 20-371 respectively, as well as documents relating to the other information relating to the legal, financial, accounting and other characteristics of Worldline and Ingenico as filed with the AMF on July 28, 2020 are available respectively on the AMF website (www.amf-france.org) and on the websites of (www.worldline.com) and Ingenico (www.ingenico.com). These documents may be obtained free of charge from Worldline (80 quai Voltaire, River Ouest, 95870 Bezons) or Ingenico (28-32, boulevard de Grenelle, 75015 Paris), depending on whether they relate to Worldline or Ingenico.

Worldline contact

Investors RelationsDavid Pierre-Kahn+33 6 28 51 45 96david.pierre-kahn@worldline.com

CommunicationSandrine van der Ghinst+32 499 585 380sandrine.vanderghinst@worldline.com

PressAnne-Sophie Gentilasgentil@kairosconsulting.fr

Ingenico contact

Investors RelationsLaurent Marie+33 7 84 50 18 90laurent.marie@ingenico.com

PressHélène Carlander+33 (0)7 72 25 96 04helene.carlander@ingenico.com

 

About Worldline

Worldline [Euronext: WLN] is the European leader in the payment and transactional services industry. With innovation at the core of its DNA, Worldline’s core offerings include Pan-European and domestic Commercial Acquiring for physical or online businesses, secured payment transaction processing for banks and financial institutions, as well as transactional services in e-Ticketing and for local and central public agencies. Thanks to a presence in 30+ countries, Worldline is the payment partner of choice for merchants, banks, public transport operators, government agencies and industrial companies, delivering cutting-edge digital services. Worldline’s activities are organized around three axes: Merchant Services, Financial Services including equensWorldline and Mobility & e-Transactional Services. Worldline employs circa 12,000 people worldwide, with 2019 revenue of circa 2.4 billion euros. worldline.com

Worldline’s corporate purpose (“raison d’être”) is to design and operate leading digital payment and transactional solutions that enable sustainable economic growth and reinforce trust and security in our societies. Worldline makes them environmentally friendly, widely accessible and support social transformation.

About Ingenico

Ingenico Group (Euronext: FR0000125346 – ING) is shaping the future of payments for sustainable and inclusive growth. As a global leader in seamless payments, we provide merchants with smart, trusted and secure solutions to empower commerce across all channels and enable simplification of payments and deliver customer promises. We are the trusted and proactive world-class partner for financial institutions and retailers, from small merchants to the world’s best-known global brands. We have a global footprint with more than 8,000 employees, 90 nationalities and a commercial presence in 170 countries. Our international community of payment experts anticipates the evolutions of commerce and consumer lifestyles to provide our clients with leading-edge complete solutions wherever they are needed. ingenico.com.

 

Important information

This press release is disseminated for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any Worldline or Ingenico securities.

Investors and shareholders are strongly advised to read the offer document and response document, as approved by the AMF on July 28, 2020 under visa no. 20-370 and visa no. 20-371 respectively, as well as documents relating to the other information of each company, which are available on the AMF website (www.amf-france.org) and the website of Worldline (www.worldline.com) or the website of Ingenico (www.ingenico.com).

This press release must not be published, broadcasted or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in jurisdictions in which its launch is subject to legal restrictions. The publication, broadcasting or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is published, broadcasted or distributed must inform themselves about and comply with such restrictions. Worldline and Ingenico disclaim any responsibility for any violation of such restrictions.

In particular, this press release does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any U.S. state, or are exempt from registration. The securities that may be offered in any transaction have not been and will not be registered under the U.S. Securities Act or the securities laws of any U.S. state and Worldline does not intend to make a public offering of any such securities in the United States.

 

1 Following settlement, which will take place on October 28, 2020, Worldline will hold 56,474,416 Ingenico shares, representing 88.64% of the share capital and at least 83.20% of the voting rights, and 2,892,092 OCEANEs (i.e. 99.57% of the number of OCEANEs in circulation). Please refer to the press release of Worldline and Ingenico dated October 21.

 

2 Taking into account the treasury shares held by Ingenico, the number of shares held by minority shareholders will represent at the date of settlement-delivery of the offer less than 10% of Ingenico's share capital and a percentage of voting rights which will be calculated taking into account the loss of double voting rights of the shares tendered in the offer; in addition, the number of shares expected to be issued upon exercise of the conversion option of the OCEANEs added to the number of shares not tendered to the offer (excluding treasury shares) will represent less than 10% of the existing shares and of the shares expected to be issued in this respect.

 

 

 

Attachment

  • Worldline - 20201021 - Reopening of tender offer on Ingenico
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