Closing of the
acquisition of SIX Payment Services
After approval by the
Combined General Meeting of Worldline
Bezons, November
30, 2018 - Worldline [Euronext:
WLN], the European leader in the payments and transactional
services, has closed today the acquisition of SIX Payment Services
as approved by its shareholders during the Combined General Meeting
held today.
All resolutions submitted by the
Board of Directors were approved. The voting results of the
Combined General Meeting will be available on the Company's website
(section Investors - General Meeting).
Approval of the
acquisition of SIX Payment services
The General Meeting has massively
approved the contribution in kind (apport en
nature) to Worldline SA by SIX Group AG of 100% of the shares
issued by SIX Payment Services (Europe) SA, SIX Payment Services
(Luxembourg) SA and SIX Payment Services AG and, in consideration,
the share capital increase for the benefit of SIX Group AG,
consisting of 49,066,878 newly issued Worldline shares (resulting
in a c. 26.9% stake for SIX Group AG) and a cash consideration of
c. CHF 338 million, subject to customary adjustments relating to
the net debt/cash and working capital of SIX Payment Services.
Major strategic
transformation materially strengthening Worldline's European
leadership position
From a strategic point of view,
Worldline and SIX Payment Services perfectly complement each other
in terms of geography and product offering. As a result, the
combined Group is now the leading and largest European provider in
the payments industry, reaching c. 10% European market share in
Merchant Acquiring and c. 20% in Financial Services.
In particular, the merger of SIX
Payment Services within Worldline strongly enhances the business
profile and positions of the combined group as follows:
-
c. +65% increase in the Merchant Services
business attaining over € 1 billion annual revenue[1] and a
n°1 position in continental Europe as non-bank
acquirer;
-
Major rebalancing of Worldline European
geographic presence thanks to the acquisition of many new leading
positions in the DACH region;
-
c. +12% increase in the Financial Services
business, which will reach c. € 900 million revenue1, further
reinforcing its existing n°1 position in Europe;
-
A new 10 year commercial relationship, through
and with SIX Group, to deliver financial processing services to the
Swiss banking ecosystem, with long term oriented quality of
services and best-in-class innovation.
In Merchant Services, the acquisition of SIX Payment Services is a
major breakthrough allowing Worldline to establish itself as the
n°1 non-bank acquiring platform in Continental Europe, through
:
-
New leading market positions in Switzerland,
Austria, Luxembourg and major reinforcement in Germany,
complementing the existing strong position of Worldline in Belgium,
the Netherlands, France and Germany;
-
Many new leading specialized solutions and
offers coming from SIX Payment Services (travel, hotels,
restaurants, DCC[2], .),
complementing the strong innovative portfolio of Worldline (online
gateways, mobile payments, payment terminals, .);
-
Massive benefits for the merchant customers base
of both companies, thanks to an unparalleled Merchant Services
offering across physical and online payments, some key vertical
segments, and pan-European geographic reach and
capabilities;
-
Unique positioning as the most attractive bank
partner for successful alliances in payment acceptance and
commercial acquiring.
With revenues reaching an estimated c. € 2.3 billion in 2019,
Worldline reinforces its existing n°1 position within the European
payments landscape. Through this size increase, the enhanced
company profile and all the expected market impacts, the merger
widely benefits to the managers and employees of both companies,
allowing them to get access to numerous and more diversified
positions as well as new exciting professional challenges.
A reinforced corporate governance to lead
Worldline in its next development phase
The General Meeting appointed Dr.
Romeo Lacher[3] and Mrs.
Giulia Fitzpatrick[4] as
directors of Worldline SA. The General Meeting also appointed Mr.
Daniel Schmucki as censor[5].
The General Meeting also amended
the by-laws of the Company.
The subsequent meeting of the
Board of Directors of the Company decided to organize the
committees of the Board of Directors as follows:
A very carefully
prepared integration and the confirmation of targeted synergies of
€ 110 million
During the Combined General
Meeting, it has been indicated that the pre-integration has been
implemented successfully through the set-up of 22 integration
preparation workstreams between Worldline and SIX Payment Services,
which will continue to work based on Worldline's well-established
integration know-how and methods.
The integration plan will be
tightly monitored to ensure the fast start of the detailed
industrial program that will immediately be implemented, with the
objective to reach c. € 110 million additional OMDA in
2022, of which c. 25% will be achieved in 2019 and c. 50% in
2020.
Gilles Grapinet,
Worldline CEO said:
"I am very happy
that our shareholders approved today the acquisition of SIX Payment
Services and welcomed a new major shareholder, SIX Group AG. This
transaction leads indeed to a major transformation of our company
and positions it by far as the undisputed leader of payment
services in Europe. I am also particularly pleased by the quality
and fast pace of the integration preparation program, thanks to the
exemplary cooperation between the two companies. This is a very
positive sign for the future execution of our synergy plan and the
proof that Worldline is the ideal platform to continue building the
European consolidation of our industry"
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 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 activities are organized
around three axes: Merchant Services, Financial Services including
equensWorldline and Mobility & e-Transactional Services.
Worldline employs circa 11,000 people worldwide, with estimated pro
forma revenue of circa 2.3 billion euros on a yearly basis.
Worldline is an Atos company. worldline.com
Disclaimer
This press release contains
forward-looking statements that involve risks and uncertainties,
including references, concerning Worldline's expected growth and
profitability in the future which may significantly impact the
expected performance indicated in the forward-looking statements.
These risks and uncertainties are linked to factors out of the
control of Worldline and not precisely estimated, such as market
conditions, competitors' behaviors or actual completion of the
synergies. Any forward looking statements made in this document are
statements about Worldline' beliefs and expectations and should be
evaluated as such. Forward-looking statements include statements
that may relate to Worldline's plans, objectives, strategies,
goals, future events, future revenues or synergies, or performance,
and other information that is not historical information. Actual
events or results may differ from those described in this press
release due to a number of risks and uncertainties that are
described in the 2017 Registration Document filed with the Autorité
des marchés financiers (AMF) on March 21, 2018 under number
D.18-0163, in the update to the 2017 Registration Document
including the half year financial report filed with the AMF on
August 1, 2018 under number D. 18-0163-A01 and in the information
document (Document E) relating to the contribution in kind of the
Payment Services division of SIX Group AG filed with the AMF on
October 31, 2018 under number E-18-070. Worldline does not
undertake, and specifically disclaims, any obligation or
responsibility to update or amend any of the information above
except as otherwise required by law. There can be no assurance that
the anticipated benefits will be realized. This press release
includes supplemental financial measures that are not clearly
defined under IFRS and that are or may be non-defined financial
measures. These supplemental financial measures should not be
viewed in isolation or as alternatives to measures of Worldline's
net assets and financial position or results of operations as
presented in accordance with IFRS in its consolidated financial
statements. Other companies that report or describe similarly
titled supplemental financial measures may calculate them
differently. Revenue organic growth is presented at constant scope
and exchange rates.
Contacts
Investor
Relations
David Pierre-Kahn
Email: David.pierre-kahn@worldline.com
Communication
Sandrine van der Ghinst
Email: sandrine.vanderghinst@worldline.com
Press
Contact
Anne-Sophie Gentil
Email: asgentil@teamfluence.eu
Follow
us
[1] Based on
estimated 2019e combined revenue.
[2] Dynamic
Currency Conversion
[3] mandate
expiring at the end of the annual General Meeting to be convened in
2021
[4] mandate
expiring at the end of the annual General Meeting to be convened in
2020
[5] mandate
expiring at the end of the annual General Meeting to be convened in
2020
WL - pr - cgm - Nov-2018
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: WORLDLINE SA via Globenewswire
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