Worldline: Offer for the shares and OCEANEs of Ingenico - Availability of the information relating in particular to legal, financial and accounting caracteristics of Worldline
PRESS RELEASE DATED JULY 29, 20200
MIXED TENDER OFFER
as the primary offer, alongside a secondary exchange offer and a secondary cash offer
for the shares
up to an overall limit of 81% in Worldline shares and 19% in cash1
AND
ALTERNATIVE MIXED AND CASH OFFER
for bonds convertible into and/or exchangeable for new and/or existing Ingenico shares (“OCEANEs”)
of:
Ingenico
initiated by:
Worldline
presented by:
| BNP Paribas Presenting Bank and Guarantor | Morgan Stanley Presenting Bank |
| Natixis Presenting Bank | Société Générale Presenting Bank |
AVAILABILITY OF THE INFORMATION RELATING IN PARTICULAR TO THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS OF WORLDLINE
Terms of the offer
The offer for the shares of Ingenico is composed of:
Primary mixed offer: €160.50 and 11 Worldline shares for 7 Ingenico shares
Secondary exchange offer: 56 Worldline shares for 29 Ingenico shares
Secondary cash offer: €123.10 per Ingenico share
The offer for the OCEANEs of Ingenico is composed of:
Mixed offer: €998 and 4 Worldline shares for 7 Ingenico OCEANEs
Cash offer: €179 per Ingenico OCEANE
Autorité des Marchés Financiers
This press release was prepared by Worldline and made available to the public pursuant to Article 231-28 of the General Regulation of the Autorité des Marchés Financiers (the “AMF”).
IMPORTANT NOTICE
In the event that, following the Offer or, if applicable, the Reopened Offer:
- the number of shares not tendered in the Offer or, if applicable, the Reopened Offer by the minority shareholders of Ingenico does not represent more than 10% of the share capital and voting rights of Ingenico; and
- the numbers of shares not tendered in the Offer or, if applicable, the Reopened Offer, by the minority shareholders of Ingenico and the number of Ingenico shares likely to be issued following the conversion of the Ingenico OCEANEs not tendered in the Offer or, if applicable, the Reopened Offer, does not represent more than 10% of the sum of the existing Ingenico shares and the Ingenico shares that may be created as a result of the conversion of the Ingenico OCEANEs,
Worldline intends, within a period of ten (10) trading days from the publication of the notice announcing the result of the Offer or, if applicable, at the latest within three (3) months following the closing of the Reopened Offer, in accordance with Article L. 433-4 II of the French Monetary and Financial Code and Articles 232-4 and 237-1 to 237-10 of the AMF General Regulation, to implement a squeeze-out in order to transfer, on the one hand, the Ingenico shares not tendered to the Offer or, as the case may be, to the Reopened Offer against compensation equal to the price of the secondary cash offer (i.e. €123.10 per Ingenico share), net of all costs and after adjustments if any, and, on the other hand, the OCEANEs not tendered in the Offer or, if applicable, the Reopened Offer in exchange for compensation equal to the OCEANEs cash offer price (i.e. €179 per Ingenico OCEANE), net of all costs and after adjustments, where applicable.
Furthermore, in the event that the conditions required to implement a squeeze-out in respect of Ingenico shares would be met, but that those required to implement a mandatory squeeze-out for the Ingenico OCEANEs would not be, Worldline intends to implement a mandatory squeeze-out for the Ingenico shares under the terms and conditions of time and indemnity set out above on condition that Ingenico is able to exercise an option for early redemption of OCEANEs, in accordance with the terms and conditions of the OCEANEs (in particular in the event that the number of Ingenico OCEANEs remaining in circulation, other than those held by Worldline at the end of the Offer or, as the case may be, of the Reopened Offer, is less than 15% of the OCEANEs issued) (it being specified that Worldline reserves the right to waive this condition).
The Offer Document must be read together with all other documents published in relation to the Offer. In particular, in accordance with Article 231-28 of the AMF General Regulation, a description of the legal, financial and accounting characteristics of Worldline will be made available to the public no later than the day preceding the opening of the Offer. A press release will be issued to inform the public of the manner in which the information will be made available.
Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-23 of the AMF General Regulation, the AMF has, pursuant to its clearance decision regarding the public offer for Ingenico Group’s shares and OCEANEs dated July 28, 2020, granted visa no. 20-370 dated July 28, 2020 to the offer document prepared by Worldline.
Information relating in particular to the legal, financial and accounting characteristics of Worldline was filed with the AMF on July 28, 2020 and supplements the offer document prepared by Worldline.
The information relating in particular to the legal, financial and accounting characteristics of Worldline, as well as the offer document of Worldline, are available on the website of the AMF () and the website of Worldline () and may be obtained free of charge from:
| Worldline 80 quai Voltaire River Ouest 95870 Bezons | |||
| BNP Paribas 4 rue d’Antin 75002 Paris | Morgan Stanley Europe SE 61 rue de Monceau 75008 Paris | Natixis 47 quai d’Austerlitz 73013 Paris | Société Générale GLBA/IBD/ECM/SEG 75886 Paris Cedex 18 |
Investor Relations
David Pierre-Kahn
96
Communication
Sandrine van der Ghinst
+32 499 585 380
Press Contact
Anne-Sophie Gentil
This press release has been prepared for informational purposes only and does not constitute an offer to acquire securities. The distribution of this press release, the tender offer and acceptance of the tender offer may be subject to legal restrictions in certain jurisdictions. Persons coming into possession of this press release must inform themselves of the applicable legal restrictions and comply with them. Worldline will not be liable for the violation of applicable legal restrictions by any person.
1 These percentages are rounded off. The exact percentages are determined by the ratio of the cash component of the Primary Offer, i.e., €160.50, to the Worldline share component of the Primary Offer, i.e., 11 Worldline shares multiplied by €63.75 (based on Worldline’s closing price on January 31, 2020).
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