Closing of
88.6% of Ingenico shares representing at least 83.2% of the voting rights1 and
99.6% of the OCEANEs tendered to the offer
Reopening of the offer until
New governance of
Agreement entered into with
Bezons,
Reopening of the offer
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 summarized below, until
The offer for Ingenico shares includes 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
The offer for Ingenico OCEANEs includes 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.
The results of the reopening of the offer are expected to be published by the AMF on
New governance
Following the completion of the acquisition of control of Ingenico by
Pursuant to the combination agreement entered into on
As such, the Board of Directors has decided to maintain
Ingenico directors prior to completion of the offer and appointed by the general meeting of
Accordingly, the Board of Directors of
Gilles Grapinet , Chairman and Chief Executive Officer,Bernard Bourigeaud *,2Lorenz von Habsburg Lothringen ,Giulia Fitzpatrick andDaniel Schmucki (designated bySIX Group AG ),Thierry Sommelet (designated byBpifrance Participations )*,- Dr. Michael Stollarz (designated by DSV),
Georges Pauget , lead director*,Agnès Audier *,- Mette Kamsvåg*,
Danielle Lagarde *,Caroline Parot *,Nazan Somer Özelgin*,Susan M. Tolson *,Aldo Cardoso *,- Luc Rémont*,
Gilles Arditti ,Marie-Christine Lebert , director representing the employees,Jos Dijsselhof (censor, designated bySIX Group AG ), andJulie Noir de Chazournes (attending the Board of Directors as a representative of Worldline’sSocial and Economic Committee ).
It is recalled that the Worldline Annual General Meeting held on
In order to take into account its expansion, the Board of Directors, on the recommendation of the
Audit Committee:
- Chairman:
Aldo Cardoso *3 Giulia Fitzpatrick - Mette Kamsvåg*
Caroline Parot *Daniel Schmucki Susan M. Tolson *
Nomination Committee:
- Chairman:
Lorenz von Habsburg Lothringen - Vice-Chairman:
Luc Rémont * Danielle Lagarde *Thierry Sommelet *
Remuneration Committee:
- Chairman: Luc Rémont*
- Vice-Chairman:
Lorenz von Habsburg Lothringen Danielle Lagarde *Marie-Christine Lebert (director representing the employees)Thierry Sommelet *
- Chairman:
Daniel Schmucki Gilles Grapinet Gilles Arditti Bernard Bourigeaud *Aldo Cardoso *Lorenz von Habsburg Lothringen - Mette Kamsvag*
Thierry Sommelet *
- Chairwomen:
Danielle Lagarde * Gilles Grapinet Agnès Audier *Giulia Fitzpatrick Marie-Christine Lebert (director representing the employees)
The composition of the Board's specialized committees complies with all the recommendations of the AFEP-Medef Corporate Governance Code for Listed Companies.
Wordline’s Internal Rules of the Board were amended, in particular, to reflect such evolution and to raise the thresholds for delegations of authority to the Chief Executive Officer.
Completion of Ingenico pre-integration work enabling immediate implementation of the Day-one readiness program and the go-live of the new combined organization
Thanks to this new governance fully in place, the Worldline’s Day-one readiness proven methodology, and the full mobilization of teams on both sides on preliminary activities to prepare integration, the Group is now ready to operate as a single company as soon as
In particular, the new organization is already in place, with notably:
- A re-design of the Merchant Services organizational blueprint; and
- The creation of a dedicated Global Business Line for Terminal Solutions & Services.
The plan to implementation the synergies is ready for starting immediately after closing, and the objective, presented on
- G&A cost optimizations;
- Convergence of technical platforms and solutions;
- Application of cost optimization best practices; and
- Cross-sell of products enabled by the new market-driven go-to-market organization.
Launch of the payment terminals business strategic review
As already communicated on
Indeed, in order to accelerate the transformation of this Global Business Line from a “Hardware + Service” to “Software-as-a-Service” business model, a review of the strategic alternatives available to TSS will be undertaken to secure the long term development perspectives for the business, in the best interest of its customers, employees and shareholders.
Performance share plan for the employees and managers of the Ingenico group to replace the 2020 performance share plan set up by Ingenico
Under the terms of the combination agreement,
In accordance with this commitment, today’s Board of Directors, on the recommendation of the
New governance of Ingenico
Therefore, as a result of the decisions adopted today by the Board of Directors of Ingenico, on the favorable recommendation of the
Gilles Grapinet , ChairmanEric Heurtaux Claude France Sophie Stabile *, and4- Jean-François Rambicur*.
The details of Ingenico’s new governance structure are made public by Ingenico today.
SIX Group AG’s lock-up commitment
Confirming its commitment announced at the time of the combination agreement,
This commitment is subject to exceptions in the event of an intra-group transfer (subject to the assumption of the commitment by the transferee entity) and in the event of an issue of exchangeable bonds intended to finance a publicly announced acquisition project, in accordance with market practices in terms of premium and maturity, and up to a maximum principal amount not exceeding
Availability of documents relating to the offer
Contacts
Investors Relations
+33 6 28 51 45 96
david.pierre-kahn@worldline.com
Benoit d’Amécourt
+33 6 75 51 41 47
benoit.damecourt@worldline.com
Communication
+32 499 585 380
sandrine.vanderghinst@worldline.com
Press
asgentil@kairosconsulting.fr
About
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.
Disclaimer
This document may contain forward-looking statements that involve risks and uncertainties, including references, concerning the Group'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 the Company and not precisely estimated, such as market conditions or competitors’ behaviors. Any forward-looking statements made in this document are statements about Worldline’s 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 document due to a number of risks and uncertainties that are described within the 2019 Universal Registration Document filed with the Autorité des marchés financiers (AMF) on
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
Investors and shareholders are strongly advised to read the offer document and response document, as approved by the AMF on
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.
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 securities in
1 Based on a share capital of 63,713,047 shares representing a maximum of 67,878,793 voting rights as of
* Independent director
* Independent director
* Independent director
Attachment
- 20201028 -
Worldline - Settlement of Worldlines friendly tender offer for Ingenico
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