Worldline Closing of Worldline's friendly tender offer for Ingenico
Closing of Worldline's friendly tender offer for Ingenico
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 November 4, 2020
New governance of Worldline and Ingenico
Agreement entered into with SIX Group AG regarding its commitment to lock-up its shareholding in Worldline until June 30, 2021
Bezons, October 28, 2020 - Following the very large success of Worldline's friendly tender offer for Ingenico shares and OCEANEs, Worldline announces that the settlement of the offer was completed today and that Worldline holds 56,474,416 Ingenico shares, representing 88.6% of the share capital and at least 83.2% of the voting rights, and 2,892,092 OCEANEs (i.e. 99.6% of the number of OCEANEs in circulation).
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 November 4, 2020 (inclusive):
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 November 10, 2020.
Following the completion of the acquisition of control of Ingenico by Worldline, the composition of the Board of Directors of Worldline and its committees was modified at the Board meeting held today.
Pursuant to the combination agreement entered into on February 2, 2020 between Worldline and Ingenico, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of Worldline was expected to vote on the appointment of Bernard Bourigeaud as Chairman of the Board of Directors and therefore the separation of the functions of Chief Executive Officer and Chairman of the Board of Directors. The Board having been informed by Bernard Bourigeaud that, for personal reasons, he would temporarily be unable to assume the duties of Chairman of the Board of Directors, the Board of Directors decided, in agreement with the Board of Directors of Ingenico, to defer the consideration of such dissociation until the personal constraints preventing Bernard Bourigeaud from assuming this position are resolved. If these constraints are not resolved by the end of the first quarter of 2021, the Board of Directors will re-examine the Company's governance structure in preparation for the 2021 Shareholders' Meeting.