Worldline successfully completed the sale and contribution of c. 85% of Ingenico to private equity funds managed by Apollo (the “Apollo Funds”) with the sale of the remaining c. 15% to take place on January 1st 2023, in line with the contemplated timeline. The transaction was completed after all the responsible authorities approved the acquisition by Apollo Funds.
While this transaction is expected to support Ingenico in its transformation plan, it also marks a new important milestone in Worldline’s strategy. It will simplify the Group’s structure and further increase the focus on core payment services. The proceeds from this disposal will allow Worldline to further accelerate its next development phase and to anchor the Group’s leadership in payments services.
Under the terms of the transaction, Worldline can benefit from future value creation opportunities made possible by the robustness and quality of Ingenico, the Apollo Funds’ expertise and know-how and the transformation plan shared between the parties via the ownership of preferred shares. This structure allows to align interests between Worldline and the Apollo Funds and will be directly linked to the total value creation achieved by Ingenico post completion of the sale. Last, this transaction also encompasses the entry into force of a partnership agreement cementing the strategic and long-term relationship between Worldline and Ingenico over the next 5 years.
As previously announced on February 21st, 2022, the total consideration for Worldline is based on a current fair enterprise value of c. € 2.3 billion under the terms of the transaction, including c. € 1.7 billion upfront value and up to € 0.9 billion in preferred shares. Net of the closing price adjustments and net of taxes, Worldline will receive in aggregate c. € 1.4 billion as net proceeds and will remain exposed to the future value creation of Ingenico through the preferred shares for an amount of up to € 0.9 billion (c. € 0.6 billion fair value at signing date).
Latham & Watkins is serving as legal counsel to Worldline. UBS Investment Bank and BNP Paribas are acting as financial advisors to Worldline.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and the French offices of Cleary, Gottlieb, Steen & Hamilton LLP are serving as legal counsel to the Apollo Funds. HSBC is acting as lead financial advisor, and Barclays and Societe Generale as financial advisors to the Apollo Funds.