TIDMWPY
RNS Number : 1370T
Worldpay, Inc
18 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
March 18, 2019
Worldpay, Inc.
Worldpay and FIS enter into Merger Agreement
News Release
FIS and Worldpay to Combine to Accelerate the Future of Finance
and Commerce Globally
-- The combined company will have approximately $12.3 billion pro forma 2018 annual revenue
-- Accelerates FIS' organic revenue growth outlook to 6 percent to 9 percent through 2021
-- Anticipates $500 million of revenue synergies, $400 million
of run-rate expense synergies and nearly $4.5 billion of free cash
flow in three years; driving significant value for our
shareholders
-- Best-in-class capabilities serving high-growth eCommerce industry
-- Combines a global leader in modern financial institutions
solutions with a global leader in eCommerce and payments
innovation
-- Gary Norcross to remain chairman of the board of directors,
president and CEO; Charles Drucker to become executive vice
chairman of the board of directors
-- Companies to host joint announcement call March 18, 2019 at 8:30 a.m. (EDT)
JACKSONVILLE, Fla. and CINCINNATI, March 18, 2019 - FIS(TM)
(NYSE: FIS), a global leader in financial services technology, and
Worldpay, Inc. (NYSE: WP; LSE: WPY), a global leader in eCommerce
and payments, announce that they have entered into a definitive
merger agreement. This combination greatly expands FIS'
capabilities by enhancing its acquiring and payment offerings and
significantly increases Worldpay's distribution footprint,
accelerating its entry into new geographies. Upon closing, the
combined company will be positioned to offer best-in-class
enterprise banking, payments, capital markets, and global eCommerce
capabilities empowering financial institutions and businesses
worldwide.
At the closing, under the terms of the agreement, Worldpay
shareholders will be entitled to receive 0.9287 FIS shares and
$11.00 in cash for each share of Worldpay. Upon closing, FIS
shareholders will own approximately 53 percent and Worldpay
shareholders will own approximately 47 percent of the combined
company. The combination of stock and cash values Worldpay at an
enterprise value of approximately $43 billion, including the
assumption of Worldpay debt, which FIS expects to refinance.
FIS and Worldpay have complementary solutions and services
encompassing financial institution issuer services, network and
merchant services including global leadership in eCommerce, as well
as loyalty and fraud solutions benefiting consumers and businesses.
Clients will benefit from the combined omni-channel payment and
multi-currency capabilities, robust risk and fraud solutions and
advanced data analytics.
Organizations of all types and sizes are looking for new ways to
create more meaningful and frictionless experiences and grow their
share of wallet through digital channels. The combination of FIS
and Worldpay, two companies that are leading their respective
markets in modernization investments, provides clients of both
organizations access to a wider portfolio of digital assets to
accelerate their revenue growth, streamline their operations and
create a better engagement with their customers.
"Scale matters in our rapidly changing industry," stated Gary
Norcross, chairman, president and chief executive officer, FIS.
"Upon closing later this year, our two powerhouse organizations
will combine forces to offer a customer-driven combination of
scale, global presence and the industry's broadest range of global
financial solutions. As a combined organization, we will bring the
most modern solutions targeted at the highest growth markets. The
long-term value we will create for clients and for shareholders
will set the bar in our industry and will create a range of new
career opportunities for our employees. I have never been more
excited about the future of FIS."
As an industry leading global merchant acquirer, Worldpay is one
of the world's top payment technology companies powering global
omni-commerce and providing solutions for merchants, businesses and
financial institutions on a global basis. It processes over 40
billion transactions annually, supporting more than 300 payment
types across more than 120 currencies.
"At Worldpay, our focus has always been on delivering more value
to our clients and partners and making decisions that achieve our
growth and performance objectives. Combining with FIS helps us
accelerate the achievement of that, now benefitting from new scale
and capabilities that will truly differentiate the company
globally," said Charles Drucker, executive chairman and chief
executive officer, Worldpay. "We are proud to become part of one of
the financial services industry's most respected and consistently
performing companies, and I am excited about the new opportunities
this brings both for the business and our colleagues
worldwide."
Strategic and Financial Rationale
-- Global Growth Leader at Scale
The combination of industry leading technology platforms and
global distribution channels serving high-growth secular markets
will immediately accelerate the revenue growth profile of FIS and
offer a best-in-class solution suite to our clients. Additionally,
the combination will create meaningful revenue growth opportunities
across the merchant and banking ecosystems.
-- Significant Value Creation
Organic revenue growth outlook of 6 percent to 9 percent through
2021, in conjunction with $700 million of total EBITDA synergies
from the combination of revenue and expense opportunities over the
next three years.
-- Enhanced Financial Profile
The combined company will have pro forma 2018 annual revenue and
adjusted EBITDA of approximately $12.3 billion and $4.9 billion,
respectively. FIS anticipates retaining its investment grade credit
ratings of Baa2 / BBB, reducing leverage to approximately 2.7x in
12 to 18 months and continuing to grow its dividend supported by
robust free cash flow.
-- Experienced Management Team
Both management teams have a proven track record of innovation
leadership, superior integration, and exceeding synergy plan
targets to drive transformational value to clients and
shareholders. This combination leverages expertise within the
banking and payment industry.
Governance and Timing
Upon closing, the combined company's Board of Directors will
consist of 12 members, seven of which will come from FIS' Board of
Directors and five of which will come from Worldpay's Board of
Directors. Gary Norcross will remain as FIS Chairman of the Board,
President and Chief Executive Officer. Charles Drucker, Worldpay's
current Executive Chairman and CEO, will serve as the Executive
Vice Chairman of the Board.
The combined company will retain the name FIS and will be
headquartered in Jacksonville, Fla.
The transaction is subject to receipt of required regulatory and
shareholder approvals and other customary closing conditions and is
expected to close in the second half of 2019.
Centerview Partners LLC and Goldman Sachs & Co. LLC acted as
financial advisors to FIS. Willkie Farr & Gallagher LLP served
as FIS' legal advisor in the transaction. Credit Suisse acted as
financial advisor to Worldpay. Skadden, Arps, Slate, Meagher &
Flom LLP served as Worldpay's legal advisor in the transaction.
Webcast
FIS will sponsor a live webcast about this announcement with the
investment community beginning at 8:30 a.m. (EDT) Monday, March 18,
2019. To access the webcast, go to the Investor Relations section
of FIS' homepage, www.fisglobal.com. A replay will be available
after the conclusion of the live webcast.
About FIS
FIS is a global leader in financial services technology,
providing solutions and services to clients in the retail and
institutional banking, payments, capital markets, asset management
and wealth and retirement markets. Through the depth and breadth of
our solutions portfolio, global capabilities and domain expertise,
FIS serves clients in over 130 countries. Headquartered in
Jacksonville, Florida, FIS employs more than 47,000 people
worldwide and holds leadership positions in payment processing,
financial software and banking solutions. Providing software,
services and outsourcing of the technology
that empowers the financial world, FIS is a Fortune 500 company
and is a member of the Standard & Poor's 500(R) Index. For more
information about FIS, visit https://www.fisglobal.com/.
Follow FIS on Facebook (facebook.com/FIStoday), LinkedIn
(linkedin.com/company/fis) and Twitter (@FISGlobal).
About Worldpay
Worldpay is a leading payments technology company with unique
capability to power global omni-commerce. With an integrated
technology platform, Worldpay offers a comprehensive suite of
products and services, delivered globally through a single
provider. Worldpay processes over 40 billion transactions annually,
supporting more than 300 payment types across 146 countries and 126
currencies. Worldpay is focused on expanding into high-growth
markets and customer segments, including global eCommerce,
integrated payments and B2B. Visit us at
https://www.worldpay.com.
Statement Regarding Forward-Looking Information
The statements contained in this communication that are not
purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or
"Securities Act" and Section 21E of the Securities Exchange Act of
1934, as amended, or "Exchange Act," including statements regarding
our expectations, hopes, intentions, or strategies regarding the
future. These statements relate to, among other things, business
and market conditions, outlook and our future financial and
operating results and debt. In many cases, you can identify
forward-looking statements by terminology such as "may," "will,"
"should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential," or "continue," or the negative of these
terms, and other comparable terminology. Actual results could
differ materially from those anticipated in these statements as a
result of a number of factors, including, but not limited to:
-- the risk that the transaction described herein will not be
completed or will not provide the expected benefits, or that we
will not be able to achieve the cost or revenue synergies
anticipated;
-- the risk that the integration of FIS and Worldpay will be
more difficult, time-consuming or expensive than anticipated;
-- the risk of customer loss or other business disruption in
connection with the transaction, or of the loss of key
employees;
-- the possible occurrence of an event, change or other
circumstance that would give rise to the termination of the merger
agreement;
-- the fact that unforeseen liabilities of FIS or Worldpay may exist;
-- the risk of doing business internationally;
-- changes in general economic, business and political
conditions, including the possibility of intensified international
hostilities, acts of terrorism, changes in either or both the
United States and international lending, capital and financial
markets and currency fluctuations;
-- the effect of legislative initiatives or proposals, statutory
changes, governmental or other applicable regulations and/or
changes in industry requirements, including privacy and
cybersecurity laws and regulations;
-- the risks of reduction in revenue from the elimination of
existing and potential customers due to consolidation in, or new
laws or regulations affecting, the banking, retail and financial
services industries or due to financial failures or other setbacks
suffered by firms in those industries;
-- changes in the growth rates of the markets for the solutions of FIS and Worldpay;
-- failures to adapt such solutions to changes in technology or in the marketplace;
-- internal or external security breaches of systems, including
those relating to unauthorized access, theft, corruption or loss of
personal information and computer viruses and other malware
affecting our software or platforms, and the reactions of
customers, card associations, government regulators and others to
any such events;
-- the risk that implementation of software (including software
updates) for customers or at customer locations or employee error
in monitoring software and platforms may result in the corruption
or loss of data or customer information, interruption of business
operations, outages, exposure to liability claims or loss of
customers;
-- the reaction of current and potential customers to
communications from us or regulators regarding information
security, risk management, internal audit or other matters;
-- competitive pressures on pricing related to the decreasing
number of community banks in the U.S., the development of new
disruptive technologies competing with one or more of our
solutions, increasing presence of international competitors in the
U.S. market and the entry into the market by global banks and
global companies with respect to certain competitive solutions,
each of which may have the impact of unbundling individual
solutions from a comprehensive suite of solutions we provide to
many of our customers;
-- the failure to innovate in order to keep up with new emerging
technologies, which could impact the merged companies' solutions
and ability to attract new, or retain existing, customers;
-- the failure to meet financial goals to grow business in
Brazil after the unwinding of FIS' Brazilian Venture;
-- the risks of reduction in revenue from the loss of existing
and/or potential customers in Brazil after the unwinding of FIS'
Brazilian Venture;
-- an operational or natural disaster at one of our major operations centers; and
-- other risks detailed elsewhere in the two companies' annual
reports on Form 10-K for the year ended December 31, 2018 and in
our and their other filings with the Securities and Exchange
Commission.
Other unknown or unpredictable factors also could have a
material adverse effect on our business, financial condition,
results of operations and prospects. Accordingly, readers should
not place undue reliance on these forward-looking statements. These
forward-looking statements are inherently subject to uncertainties,
risks and changes in circumstances that are difficult to predict.
Except as required by applicable law or regulation, neither FIS nor
Worldpay undertakes (and each of FIS and Worldpay expressly
disclaim) any obligation and do not intend to publicly update or
review any of these forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction between FIS and Worldpay. In connection with the
proposed merger, FIS will file with the SEC a registration
statement on Form S-4 that will include the joint proxy statement
of FIS and Worldpay and a prospectus of FIS, as well as other
relevant documents regarding the proposed transaction. A definitive
joint proxy statement/prospectus will also be sent to FIS
shareholders and Worldpay stockholders. INVESTORS ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the joint proxy statement/prospectus, as well as
other filings containing information about FIS and Worldpay, may be
obtained at the SEC's website (http://www.sec.gov). You will also
be able to obtain these documents, free of charge, from FIS at
www.investor.fisglobal.com or by emailing
info.investorrelations@fisglobal.com or from Worldpay by accessing
Worldpay's website at http://investor.worldpay.com or by emailing
IR@worldpay.com.
Participants in the Solicitation
FIS and Worldpay and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from FIS shareholders and Worldpay
stockholders in respect of the transaction described in the joint
proxy statement/prospectus. Information regarding FIS' directors
and executive officers is contained in FIS' Proxy Statement on
Schedule 14A, dated April 20, 2018, which is filed with the SEC.
Information regarding Worldpay's directors and executive officers
is contained in Worldpay's Proxy Statement on Schedule 14A, dated
April 4, 2018, which is filed with the SEC. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading the joint proxy statement/prospectus regarding the proposed
merger when it becomes available. Free copies of this document may
be obtained as described in the preceding paragraph.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
###
For More Information
Ellyn Raftery, 904.438.6083 Peter Gunnlaugsson, 904.438.6603
Chief Marketing and Strategy Officer Senior Vice President
FIS Marketing and Communications FIS Investor Relations
ellyn.raftery@fisglobal.com pete.gunnlaugsson@fisglobal.com
Andrew Ciafardini, 513.900.5308 Nathan Rozof, CFA,
866.254.4811
Head of Global Corporate Communications Head of Investor Relations
Worldpay Corporate Communications Worldpay Investor Relations
Andrew.Ciafardini@worldpay.com IR@worldpay.com
Pursuant to its obligations under the U.S. Securities Exchange
Act of 1934, as amended, details of the announcement of the merger
agreement between Worldpay and FIS will be filed by Worldpay, Inc.
with the Securities and Exchange Commission on Form 8-K on March
18, 2019 and the merger agreement will be filed with the Securities
and Exchange Commission on Form 8-K. A copy of each Form 8-K will
also be available on the SEC's website at http://www.sec.gov.
Worldpay, Inc. will submit each Form 8-K and accompanying
exhibits to the National Storage Mechanism and they will be
available for inspection at
http://www.morningstar.co.uk/uk/NSM.
Worldpay, Inc. LEI number: 213800TV56O7TZI4U902.
###
For More Information
Andrew Ciafardini, 513.900.5308 Nathan Rozof, CFA,
866.254.4811
Head of Global Corporate Communications Head of Investor Relations
Worldpay Corporate Communications Worldpay Investor Relations
Andrew.Ciafardini@worldpay.com IR@worldpay.com
Forward-Looking Statements
This announcement contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks and uncertainties, including statements
regarding the ability of Worldpay and FIS to complete the proposed
transactions. All statements other than statements of historical
fact or relating to present facts or current conditions included in
this announcement are forward-looking statements, including any
statements regarding guidance and statements of a general economic
or industry specific nature. Forward-looking statements give our
current expectations and projections relating to our financial
condition, results of operations, guidance, plans, objectives,
future performance and business. You can identify forward-looking
statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words
such as "anticipate," "estimate," "expect," "project," "plan,"
"intend," "believe," "may," "could," "should," "will," "can have,"
"likely" and other words and terms of similar meaning in connection
with any discussion of the timing or nature of future operating or
financial performance or other events.
The forward-looking statements contained in this announcement
are based on assumptions that we have made in light of our industry
experience and our perceptions of historical trends, current
conditions, expected future developments and other factors we
believe are appropriate under the circumstances. As you review and
consider information presented herein, you should understand that
these statements are not guarantees of future performance or
results. These statements depend upon future events and are subject
to risks, uncertainties (many of which are beyond our control) and
assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, you should be aware
that many factors or events could affect our actual future
performance, operations or results and cause them to differ
materially from those anticipated in the forward-looking
statements. Certain of these factors and other risks are discussed
in our and FIS's filings with the SEC and include, but are not
limited to: (i) uncertainties as to the timing of the completion of
the Merger; (ii) uncertainties as to whether the Merger will be
completed; (iii) changes in ours or FIS's share price before the
completion of the Merger; (iv) that the businesses of Worldpay and
FIS will not be integrated successfully or that such integration
may take longer than anticipated; (v) that the cost savings and any
synergies from the Merger may not be fully realized or may take
longer to realize than expected; (vi) potential operating costs,
customer loss and business disruption occurring prior to completion
of the Merger or if the Merger is not completed; (vii) the effect
of the announcement of the Merger on our or FIS's business
relationships, operating results and business generally; (viii) the
failure to satisfy conditions to completion of the Merger,
including the receipt of all required regulatory, stockholder
approvals; (ix) difficulty in retaining certain key employees as a
result of the Merger; (x) our ability to adapt to developments and
change in our industry; (xi) competition; (xii) unauthorized
disclosure of data or security breaches; (xiii) systems failures or
interruptions; (xiv) implementation of our new acquiring platform;
(xv) our ability to expand our market share or enter new markets;
(xvi) the outcome and negotiations in respect of Brexit; (xvii) our
ability to successfully integrate the businesses of our predecessor
companies; (xviii) our ability to identify and complete
acquisitions and partnerships; (xix) failure to comply with
applicable requirements of Visa, MasterCard or other payment
networks or card schemes or changes in those requirements; (xx) our
ability to pass along fee increases; (xxi) termination of
sponsorship or clearing services; (xxii) loss of clients or
referral partners; (xxiii) geopolitical, regulatory, tax and
business risks associated with our international operations; (xxiv)
economic and political uncertainty; (xxv) reductions in overall
consumer, business and government spending; (xxvi) fraud by
merchants or others; (xxvii) a decline in the use of credit, debit
or prepaid cards; (xxviii) consolidation in the banking and retail
industries; (xxix) our ability to mitigate risk; (xxx) government
regulation, including regulation aimed at protecting consumer
information and banking regulation; (xxxi) changes in tax laws;
(xxxii) changes in foreign currency exchange rates; (xxxiii)
outcomes of pending or future litigation or investigations; and
(xxxiv) our dual-listings with the NYSE and LSE. Should one or more
of these risks or uncertainties materialize, or should any of these
assumptions prove incorrect, our actual results may vary in
material respects from those projected or expected in any
forward-looking statements. More information on potential factors
and events that could affect our financial results and performance
are included from time to time in the "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of Worldpay's and FIS's periodic
reports filed with the SEC, including each of Worldpay's and FIS's
most recently filed Annual Report on Form 10-K and its subsequent
filings with the SEC.
Any forward-looking statement made by us in this announcement
speaks only as of the date of this announcement. Factors or events
that could cause our actual results to differ may emerge from time
to time, and it is not possible for us to predict all of them. We
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by applicable
law.
Additional Information and Where to Find It
This announcement may be deemed to be solicitation material in
respect of the Merger and the Share Issuance. In connection with
the Share Issuance, FIS expects to file a registration statement on
Form S-4 that will include a joint proxy statement of Worldpay and
FIS and a prospectus of FIS with the SEC. This document is not a
substitute for the joint proxy statement/prospectus or registration
statement or any other document which Worldpay or FIS may file with
the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WORLDPAY, FIS, THE
MERGER, THE SHARE ISSUANCE AND RELATED MATTERS. Investors and
stockholders will be able to obtain free copies of the joint proxy
statement/prospectus and other documents filed by Worldpay and FIS
with the SEC at the SEC's website at http://www.sec.gov. In
addition, investors and stockholders will be able to obtain free
copies of the joint proxy statement/prospectus and other documents
filed by Worldpay with the SEC at http://investors.worldpay.com/
and http://www.investor.fisglobal.com/investor-overview.
Participants in the Solicitation
Worldpay, FIS and their respective directors, officers and
employees may be considered participants in the solicitation of
proxies in respect of the Merger and the Share Issuance.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of proxies in
connection with the Merger and the Share Issuance, including names,
affiliations and a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC. Information concerning the interests of
Worldpay's and FIS's participants in the solicitation, may, in some
cases, be different than those of Worldpay's stockholders and FIS's
shareholders, respectively. Information regarding Worldpay's
directors and executive officers is available in its proxy
statement for its 2018 Annual Meeting of Stockholders, which was
filed with the SEC on April 4, 2018, and information regarding
FIS's directors and executive officers is available in its proxy
statement for its 2018 Annual Meeting of Shareholders, which was
filed with the SEC on April 20, 2018.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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