Worldline filed its proposed tender offer for Ingenico securities with the Autorité des marchés financiers (AMF) - Seite 2

Nicolas Huss, Ingenico’s Chief Executive Officer, said:

“Today, we have achieved an important step in the creation of the new European World-Class leader in digital payments. As Gilles, I would like to thank all the teams for their exemplary collaboration in the combination process. We made Ingenico a proactive and trusted partner in the payment industry, reviving B&A and restoring its competitive edge while investing in Retail to accelerate its profitable growth.”

The proposed tender offer for the shares of Ingenico includes¹:

• a primary mixed offer: 11 Worldline shares and €160.50 for 7 Ingenico shares;
• a secondary exchange offer: 56 Worldline shares for 29 Ingenico shares;
• a secondary cash offer: €123,10 per Ingenico share.

Ingenico shareholders will be able to tender their shares to the primary mixed offer and/or one or both of the secondary offers. The Ingenico shares tendered to the primary mixed offer will be fully satisfied and the shares tendered to the secondary offers may be subject to a reduction mechanism to ensure that the tender offer will result in the total consideration being composed of proportions of Worldline shares and cash of 81% and 19% respectively².

The draft offer also targets Ingenico's bonds convertible and/or exchangeable into new and/or existing shares (OCEANEs) maturing in 2022 in the form of an alternative mixed and cash offer:

• mixed offer: 4 Worldline shares and €998 for 7 Ingenico OCEANEs;
• cash offer: €179 for each Ingenico OCEANE.

The proposed tender offer for Ingenico shares includes a premium of 17% based on the closing prices of each of Worldline and Ingenico on January 31, 2020 immediately prior to the announcement, 24% based on the volume weighted average prices over the month prior to the announcement and 18% and 23% based on the volume weighted average prices over the three- and six-month periods prior to the announcement, respectively.

 

The independent expert appointed by board of directors of Ingenico, Ledouble, has concluded that the terms of the tender offer for the Ingenico shares and OCEANEs are fair for the shareholders and holders of Ingenico OCEANEs. The independent expert has also concluded, in addition, that the terms of the secondary cash offer with a price of 123.10 euros per Ingenico share, and of the cash offer with a price of 179 euros per Ingenico OCEANE, are fair in view of the squeeze-out that Worldline intends to implement under the conditions described in the draft offer document. After reviewing this report, the board of directors of Ingenico, held yesterday, issued a unanimous favourable reasoned opinion on the tender offer and considered that the tender offer is in the interest of Ingenico, its shareholders, the holders of Ingenico OCEANEs and its employees, and recommended that shareholders and holders of Ingenico OCEANEs tender their shares to the tender offer.