Closing of the acquisition of SIX Payment Services After approval by the Combined General Meeting of Worldline

Transcription

1 Clsing f the acquisitin f SIX Payment Services After apprval by the Cmbined General Meeting f Wrldline Bezns, Nvember 30, Wrldline [Eurnext: WLN], the Eurpean leader in the payments and transactinal services, has clsed tday the acquisitin f SIX Payment Services as apprved by its sharehlders during the Cmbined General Meeting held tday. All reslutins submitted by the Bard f Directrs were apprved. The vting results f the Cmbined General Meeting will be available n the Cmpany s website (sectin Investrs General Meeting). Apprval f the acquisitin f SIX Payment services The General Meeting has massively apprved the cntributin in kind (apprt en nature) t Wrldline SA by SIX Grup AG f 100% f the shares issued by SIX Payment Services (Eurpe) SA, SIX Payment Services (Luxemburg) SA and SIX Payment Services AG and, in cnsideratin, the share capital increase fr the benefit f SIX Grup AG, cnsisting f 49,066,878 newly issued Wrldline shares (resulting in a c. 26.9% stake fr SIX Grup AG) and a cash cnsideratin f c. CHF 338 millin, subject t custmary adjustments relating t the net debt/cash and wrking capital f SIX Payment Services. Majr strategic transfrmatin materially strengthening Wrldline s Eurpean leadership psitin Frm a strategic pint f view, Wrldline and SIX Payment Services perfectly cmplement each ther in terms f gegraphy and prduct ffering. As a result, the cmbined Grup is nw the leading and largest Eurpean prvider in the payments industry, reaching c. 10% Eurpean market share in Merchant Acquiring and c. 20% in Financial Services. In particular, the merger f SIX Payment Services within Wrldline strngly enhances the business prfile and psitins f the cmbined grup as fllws: - c. +30 % increase in Grup revenue; - c new payment experts; 1

2 - c. +65% increase in the Merchant Services business attaining ver 1 billin annual revenue 1 and a n 1 psitin in cntinental Eurpe as nn-bank acquirer; - Majr rebalancing f Wrldline Eurpean gegraphic presence thanks t the acquisitin f many new leading psitins in the DACH regin; - c. +12% increase in the Financial Services business, which will reach c. 900 millin revenue 1, further reinfrcing its existing n 1 psitin in Eurpe; - A new 10 year cmmercial relatinship, thrugh and with SIX Grup, t deliver financial prcessing services t the Swiss banking ecsystem, with lng term riented quality f services and best-in-class innvatin. In Merchant Services, the acquisitin f SIX Payment Services is a majr breakthrugh allwing Wrldline t establish itself as the n 1 nn-bank acquiring platfrm in Cntinental Eurpe, thrugh : - New leading market psitins in Switzerland, Austria, Luxemburg and majr reinfrcement in Germany, cmplementing the existing strng psitin f Wrldline in Belgium, the Netherlands, France and Germany; - Many new leading specialized slutins and ffers cming frm SIX Payment Services (travel, htels, restaurants, DCC 2, ), cmplementing the strng innvative prtfli f Wrldline (nline gateways, mbile payments, payment terminals, ); - Massive benefits fr the merchant custmers base f bth cmpanies, thanks t an unparalleled Merchant Services ffering acrss physical and nline payments, sme key vertical segments, and pan-eurpean gegraphic reach and capabilities; - Unique psitining as the mst attractive bank partner fr successful alliances in payment acceptance and cmmercial acquiring. With revenues reaching an estimated c. 2.3 billin in 2019, Wrldline reinfrces its existing n 1 psitin within the Eurpean payments landscape. Thrugh this size increase, the enhanced cmpany prfile and all the expected market impacts, the merger widely benefits t the managers and emplyees f bth cmpanies, allwing them t get access t numerus and mre diversified psitins as well as new exciting prfessinal challenges. 1 Based n estimated 2019e cmbined revenue. 2 Dynamic Currency Cnversin 2

3 A reinfrced crprate gvernance t lead Wrldline in its next develpment phase The General Meeting appinted Dr. Rme Lacher 3 and Mrs. Giulia Fitzpatrick 4 as directrs f Wrldline SA. The General Meeting als appinted Mr. Daniel Schmucki as censr 5. The General Meeting als amended the by-laws f the Cmpany. The subsequent meeting f the Bard f Directrs f the Cmpany decided t rganize the cmmittees f the Bard f Directrs as fllws: Audit Cmmittee Ald Cards (Chairman) Gilles Arditti Giulia Fitzpatrick Luc Rémnt Susan Tlsn Nminatin and Remuneratin Cmmittee Rme Lacher (Chairman) Thierry Bretn Ald Cards Luc Rémnt Susan Tlsn Investment Cmmittee Thierry Bretn (Chairman) Rme Lacher (Vice-Chairman) Ald Cards Gilles Grapinet Strategy and Innvatin Cmmittee Thierry Bretn (c-chairman) Rme Lacher (c-chairman) Giulia Fitzpatrick Gilles Grapinet Luc Rémnt 3 mandate expiring at the end f the annual General Meeting t be cnvened in mandate expiring at the end f the annual General Meeting t be cnvened in mandate expiring at the end f the annual General Meeting t be cnvened in

4 A very carefully prepared integratin and the cnfirmatin f targeted synergies f 110 millin During the Cmbined General Meeting, it has been indicated that the pre-integratin has been implemented successfully thrugh the set-up f 22 integratin preparatin wrkstreams between Wrldline and SIX Payment Services, which will cntinue t wrk based n Wrldline s well-established integratin knw-hw and methds. The integratin plan will be tightly mnitred t ensure the fast start f the detailed industrial prgram that will immediately be implemented, with the bjective t reach c. 110 millin additinal OMDA in 2022, f which c. 25% will be achieved in 2019 and c. 50% in Gilles Grapinet, Wrldline CEO said: I am very happy that ur sharehlders apprved tday the acquisitin f SIX Payment Services and welcmed a new majr sharehlder, SIX Grup AG. This transactin leads indeed t a majr transfrmatin f ur cmpany and psitins it by far as the undisputed leader f payment services in Eurpe. I am als particularly pleased by the quality and fast pace f the integratin preparatin prgram, thanks t the exemplary cperatin between the tw cmpanies. This is a very psitive sign fr the future executin f ur synergy plan and the prf that Wrldline is the ideal platfrm t cntinue building the Eurpean cnslidatin f ur industry Abut Wrldline Wrldline [Eurnext: WLN] is the Eurpean leader in the payment and transactinal services industry. With innvatin at the cre f its DNA, Wrldline cre fferings include pan-eurpean and dmestic Cmmercial Acquiring fr physical r nline businesses, secured payment transactin prcessing fr banks and financial institutins, as well as transactinal services in e-ticketing and fr lcal and central public agencies. Thanks t a presence in 30+ cuntries, Wrldline is the payment partner f chice fr merchants, banks, public transprt peratrs, gvernment agencies and industrial cmpanies, delivering cutting-edge digital services. Wrldline activities are rganized arund three axes: Merchant Services, Financial Services including equenswrldline and Mbility & e-transactinal Services. Wrldline emplys circa 11,000 peple wrldwide, with estimated pr frma revenue f circa 2.3 billin eurs n a yearly basis. Wrldline is an Ats cmpany. wrldline.cm 4

5 Disclaimer This press release cntains frward-lking statements that invlve risks and uncertainties, including references, cncerning Wrldline s expected grwth and prfitability in the future which may significantly impact the expected perfrmance indicated in the frward-lking statements. These risks and uncertainties are linked t factrs ut f the cntrl f Wrldline and nt precisely estimated, such as market cnditins, cmpetitrs behavirs r actual cmpletin f the synergies. Any frward lking statements made in this dcument are statements abut Wrldline beliefs and expectatins and shuld be evaluated as such. Frward-lking statements include statements that may relate t Wrldline s plans, bjectives, strategies, gals, future events, future revenues r synergies, r perfrmance, and ther infrmatin that is nt histrical infrmatin. Actual events r results may differ frm thse described in this press release due t a number f risks and uncertainties that are described in the 2017 Registratin Dcument filed with the Autrité des marchés financiers (AMF) n March 21, 2018 under number D , in the update t the 2017 Registratin Dcument including the half year financial reprt filed with the AMF n August 1, 2018 under number D A01 and in the infrmatin dcument (Dcument E) relating t the cntributin in kind f the Payment Services divisin f SIX Grup AG filed with the AMF n Octber 31, 2018 under number E Wrldline des nt undertake, and specifically disclaims, any bligatin r respnsibility t update r amend any f the infrmatin abve except as therwise required by law. There can be n assurance that the anticipated benefits will be realized. This press release includes supplemental financial measures that are nt clearly defined under IFRS and that are r may be nn-defined financial measures. These supplemental financial measures shuld nt be viewed in islatin r as alternatives t measures f Wrldline s net assets and financial psitin r results f peratins as presented in accrdance with IFRS in its cnslidated financial statements. Other cmpanies that reprt r describe similarly titled supplemental financial measures may calculate them differently. Revenue rganic grwth is presented at cnstant scpe and exchange rates. 5

6 Cntacts Investr Relatins David Pierre-Kahn Cmmunicatin Sandrine van der Ghinst Press Cntact Anne-Sphie Gentil Fllw us 6