Worldline – AGM 9 june 2020
The main purpose of this AGM is the acquisition, announced on 3 February 2020, of Ingenico (French, listed) by Worldline. This acquisition would enable the group to strengthen its position as the European leader in payments and become the third largest European player in online payments. Strategically, the operation seems quite relevant. From a financial point of view, the takeover premium is 15.87% (compared to the share price the day before the announcement) or 24% (compared to the average share price the month before the announcement), which is acceptable to Worldline's shareholder. Finally, in terms of shareholding and governance, the company has ensured that the following points were respected post-acquisition:
- Separation of the functions of Chairman and Chief Executive Officer: Gilles Grapinet, current CEO of Worldline would remain CEO, while Bernard Bourigeaud, current Chairman of the Board of Ingenico, would become Chairman of the new entity.
- The post-acquisition Worldline Board will comprise 18 members (12 Worldline and 6 Ingenico), 10 of whom are considered by Proxinvest to be free of any conflict of interest, i.e. an independence rate of 55.6%.
- The representatives of SIX (3) would represent 16.7% of the board for a shareholder holding of 16.33% of the capital; this shareholder would therefore not be over-represented on the board.
We therefore support the operation.
Worldline is a financial transaction processing company based in France. Co's operations are organized along three segments covering payments and digital services: Merchant Services & Terminals (facilitating consumer engagement around end-to-end e-payment transactional services on any device – before, during and after the point of sale); eMobility and eTransactional Services (assists businesses and governments in developing new digital services enabling strategic digital transformation); and Financial Processing & Software Licensing (provides processing services to banks and financial institutions for managing card-based and online cashless payments).
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