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.
- Worldline - 20201021 - Reopening of tender offer on
Ingenico