Worldline in Financing of Proposed Tender Offer for Ingenico Securities

July 30, 2020

Cleary Gottlieb is representing Worldline in the financing of its proposed acquisition of Ingenico Group S.A. (Ingenico) by way of a tender offer announced on February 3, 2020, and which was open on July 30, 2020, after its approval by the AMF.

In order to finance the cash portion to be paid by Worldline to the holders of Ingenico shares and/or OCEANEs who have tendered their Ingenico shares and/or OCEANEs to the offer (and, as the case may be, to the reopened offer), a bridge financing has been committed on March 30, 2020, by a pool of eight banks for an amount up to €2.6 billion.

Following the €1 billion bonds issuance by Worldline, which was settled on June 30, 2020, and which net proceeds will contribute to the financing of the offer, a credit facility in the amount of €1.6 billion has been entered into between Worldline and the pool of eight banks on July 7, 2020. It is expected that this credit facility will be refinanced at least partially by debt resulting from bond issuances.

As such, on July 23, 2020, Worldline launched a €600 million offering of bonds convertible into new shares and/or exchangeable for existing shares of the issuer (known by the French acronym OCEANEs), which closed on July 30, 2020. The net proceeds of the offering will be used by Worldline for the pre-financing of the contemplated acquisition of Ingenico and/or for general corporate purposes. Cleary is also representing Worldline in the acquisition and the correlative reduction of the commitments under the credit facility secured to finance the acquisition of Ingenico.

Worldline is the European leader in the payment and transactional services industry. With innovation at the core of its DNA, Worldline’s core offerings include pan-European and domestic commercial acquiring for physical or online businesses, secured payment transaction processing for banks and financial institutions, as well as transactional services in e-ticketing, and for local and central public agencies. Thanks to a presence in 30+ countries, it is the payment partner of choice for merchants, banks, public transport operators, government agencies, and industrial companies, delivering cutting-edge digital services. Worldline’s activities are organized around three axes: merchant services; financial services, including equensWorldline; and mobility & e-transactional services. Worldline employs circa 12,000 people worldwide, with 2019 revenue of €2.4 billion.