PRESS RELEASE DATED
MIXED TENDER OFFER
as the primary offer, alongside a secondary exchange offer and a secondary cash offer
for the shares
up to an overall limit of 81% in
AND
ALTERNATIVE MIXED AND CASH OFFER
for bonds convertible into and/or exchangeable for new and/or existing Ingenico shares (“OCEANEs”)
of:
Ingenico
initiated by:
presented by:
Presenting Bank and Guarantor | Morgan Stanley Presenting Bank |
Natixis Presenting Bank | Société Générale Presenting Bank |
AVAILABILITY OF THE OFFER DOCUMENT PREPARED BY
Terms of the offer
The offer for the shares of Ingenico is composed of:
Primary mixed offer: €160.50 and 11
Secondary exchange offer: 56
Secondary cash offer: €123.10 per Ingenico share
The offer for the OCEANEs of Ingenico is composed of:
Mixed offer: €998 and 4
Cash offer: €179 per Ingenico OCEANE
AMF Autorité des Marchés Financiers
This press release was prepared by
IMPORTANT NOTICE
In the event that, following the Offer or, if applicable, the Reopened Offer:
- the number of shares not tendered in the Offer or, if applicable, the Reopened Offer by the minority shareholders of Ingenico does not represent more than 10% of the share capital and voting rights of Ingenico; and
- the numbers of shares not tendered in the Offer or, if applicable, the Reopened Offer, by the minority shareholders of Ingenico and the number of Ingenico shares likely to be issued following the conversion of the Ingenico OCEANEs not tendered in the Offer or, if applicable, the Reopened Offer, does not represent more than 10% of the sum of the existing Ingenico shares and the Ingenico shares that may be created as a result of the conversion of the Ingenico OCEANEs,
Furthermore, in the event that the conditions required to implement a squeeze-out in respect of Ingenico shares would be met, but that those required to implement a mandatory squeeze-out for the Ingenico OCEANEs would not be,
The Offer Document must be read together with all other documents published in relation to the Offer. In particular, in accordance with Article 231-28 of the AMF General Regulation, a description of the legal, financial and accounting characteristics of
Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-23 of the AMF General Regulation, the AMF has, pursuant to its clearance decision regarding the public offer for Ingenico Group’s shares and OCEANEs dated
Information relating in particular to the legal, financial and accounting characteristics of
Worldline’s offer document is available on the website of the AMF (www.amf-france.org) and the website of
80 quai Voltaire River Ouest 95870 Bezons | |||
4 rue d’Antin 75002 Paris | Morgan Stanley Europe SE 61 rue de Monceau 75008 Paris | Natixis 47 quai d’Austerlitz 73013 Paris | Société Générale GLBA/IBD/ECM/SEG 75886 Paris Cedex 18 |
Investor Relations
+33 6 28 51 45 96
david.pierre-kahn@worldline.com
Communication
+32 499 585 380
sandrine.vanderghinst@worldline.com
Press Contact
asgentil@kairosconsulting.fr
This press release has been prepared for informational purposes only and does not constitute an offer to acquire securities. The distribution of this press release, the tender offer and acceptance of the tender offer may be subject to legal restrictions in certain jurisdictions. Persons coming into possession of this press release must inform themselves of the applicable legal restrictions and comply with them.
1 These percentages are rounded off. The exact percentages are determined by the ratio of the cash component of the Primary Offer, i.e., €160.50, to the
Attachment
Worldline - 28 07 2020 - Ingenico acquisition - Availability of the offer document - PR
© OMX, source