Worldline

Opening of Worldline's tender offer for Ingenico securities

Opening
of Worldline's tender offer
for Ingenico securities

Bezons, July 30, 2020 – On July 29, 2020, the Autorité des Marchés Financiers (AMF) announced that the tender offer for Ingenico's shares and OCEANEs will open on July 30, 2020 and that its closing date will be set after receipt of supporting evidence of the European Commission's merger control clearance, it being specified that Worldline reserves the right to waive this condition (it is also recalled that the AMF declared the above-mentioned tender offer compliant on July 28, 2020).

Gilles Grapinet, Worldline’s Chairman and Chief Executive Officer, said:

“I am very happy to announce the opening of our public offer on Ingenico’s securities, another decisive milestone reached towards the closing of the friendly merger between our two groups. I would like to highlight the very strong mobilization of the teams and advisors of our two companies, which made possible the opening of the tender offer in accordance with the timetable initially planned, less than six months after the announcement of the transaction.

I am convinced that the resulting combined Group will be ideally positioned to benefit from the structural transformations of our markets, which are already strongly accelerating as a consequence of the current crisis. In addition, the combination of our geographic positions, technologies and the talents of the women and men of our two groups will create a combined company with an outstanding value proposition to the benefit of all our clients and business partners.

Finally, as a result of this truly strategic merger, more than ever, Worldline will be in a position to play a central role in the pursuit of the consolidation of our digital payments industry.”

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

"Following the filing of Worldline’s proposed tender offer, we take a new step forward today with the opening of the formal tender offer on Ingenico shares.

This key milestone is the result of the exemplary collaboration between Worldline and Ingenico teams over the past months in the combination process to create the new European World-Class leader in digital payments.

The combined entity will be ideally positioned to seize growth opportunities driven by our long-term drivers and reinforced by the recent situation that favors the acceleration towards digital payments.”

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