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Worldline Inks Ingenico $8.6B Deal

February 3, 2020

Worldline and Ingenico have unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction, as of last closing prices, as well as outstanding OCEANEs. This transaction would combine two premier companies to create the world’s number four player in payment services with circa 20,000 employees in approximately 50 countries with physical presence. Upon closing, the new combined group would offer best-in-class payment services to nearly 1 million merchants and 1,200 financial institutions.

Key transaction terms

Under the terms of the tender offer, Ingenico shareholders would receive through a primary offer, 11 Worldline shares and € 160.5 in cash for 7 shares tendered (the “Primary Offer”).

The offer represents a premium of 24% based on the last one month respective volume weighted average share prices.

The tender offer for Ingenico shares will include:

The Primary Offer

A secondary exchange offer: 56 Worldline shares in exchange for 29 Ingenico shares, translating into an offer price of €123.10 as of last close, as of January 31st, 2020

A secondary cash offer: €123.10 per Ingenico share

Ingenico shareholders will be able to elect one or a combination of the secondary offers, subject to proration and allocation adjustments that will ensure that, in the aggregate, the number of shares issued and the amount of cash paid shall be equal to those if all shares had been tendered into the Primary Offer.

The tender offer will also target all outstanding Ingenico OCEANEs. Holders of Ingenico OCEANEs will have the option to receive either a cash or mixed offer:

Cash offer: €179.0 for each Ingenico OCEANE

Mixed offer: 4 Worldline shares and € 998 in cash offered for 7 OCEANEs tendered, translating into an offer price of €179.0 per OCEANE as of January 31st, 2020

The tender offer is cum dividend, i.e. the consideration offered to Ingenico shareholders would be reduced by an amount equal to the potential dividend to be paid by Ingenico prior to closing.

Upon closing, former Worldline shareholders would own c.65% of the combined entity and former Ingenico shareholders would own c.35%.

Gilles Grapinet, Worldline’s Chairman and Chief Executive Officer, said: “I am proud to announce that today is a great day for Worldline and for Ingenico, and more widely for our Payment industry: Together we create the European World-Class leader in digital payments.

We deeply respect Ingenico and its team for the deep business repositioning of their company realized over the last years into one of the largest European Payment Service Providers with outstanding global positions in Online Payments and Merchant Acquiring. We have been impressed by the strong improvement in performance realized over the last 18 months under the leadership of Nicolas Huss, as well as by the in-depth transformation initiated at the same time of their global leading payment terminal business, resulting in increased efficiency, more autonomy and a new strategic roadmap.

I am convinced that the combination of our respective remarkable talents pools, joint capabilities and state-of-the art offers will procure our combined Company an outstanding value proposition to pursue an exceptional growth benefitting to all our clients, banks and merchants alike and to all our business partners. This is a landmark transaction for the industrial consolidation of European payments, highly value creative for all our stakeholders and for the shareholders of both companies, and which ambitions to reinforce the role of Europe within the global digital payment ecosystem.”

Bernard Bourigeaud, Ingenico’s Chairman of the Board of Directors said: “The combination of Worldline and Ingenico offers a unique opportunity to create the undisputed European champion in payments on par with the largest international players. This transaction comes at the time of accelerating consolidation of the industry and I am convinced that the joined forces of both leaders will deeply transform the industry.

I am very pleased to write a new page in the European payment landscape and build the foundation of a strong and breakthrough payment player. This transaction is unanimously supported by Worldline and Ingenico’s Board of Directors and I would be very proud to become the non-executive Chairman of the Board of Directors at closing to pursue this exceptional success story.”

Nicolas Huss, Ingenico’s Chief Executive Officer, said: “Over the past decade through several transformational acquisitions and partnerships, we have repositioned Ingenico as a key player of the payment ecosystem. In that journey, 2019 has been a key step change with the execution of our new strategic plan via a more agile, efficient and customer-centric organization. We have revived B&A and restored its competitive edge while investing in Retail to accelerate its profitable growth. I am very proud of what our teams have achieved to make Ingenico a proactive and trusted partner in the payment industry.

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