Following the Possible Offer Announcement dated July 4, the boards of directors of Worldpay Group and Vantiv (VNTV) announced that they have reached an agreement in principle on the key terms of a potential merger of Worldpay and Vantiv.
Under the terms of the Potential Merger, the ordinary shareholders of Worldpay would receive: For each ordinary share in Worldpay: GBP 0.55 in cash; and 0.0672 new Vantiv shares. Worldpay Shareholders would also be entitled to a cash dividend of 5 pence per Worldpay Share, in place of any anticipated interim dividend payment to be declared and approved by the Board of Worldpay by the time of Worldpay’s Half Year Results 2017.
The total value to Worldpay Shareholders would be GBP 3.85 per Worldpay Share comprising the 5 pence dividend payment and GBP 3.80 per Worldpay Share under the terms of the Potential Merger, based on the closing share price of Vantiv on July 3 of $62.51. Following completion of the Potential Merger, Worldpay Shareholders would own approximately 41% of the share capital of the Combined Group on a fully diluted basis. The Combined Group will bring together the best of both companies’ management to create a world class leadership team. To ensure a successful and smooth integration, the Combined Group will be led by Charles Drucker as Executive Chairman and Co-CEO and Philip Jansen as Co-CEO, with Stephanie Ferris as CFO.
The Board of the Combined Group will consist of 4 Worldpay Directors and 7 Vantiv Directors, with both Sir Michael Rake and Jeffrey Stiefler continuing to serve on the Board in non-executive positions. Following completion of the Potential Merger, Worldpay Shares will be delisted from the London Stock Exchange. Common stock in Vantiv, which will be the ultimate holding company of the Combined Group, will continue to be listed on The New York Stock Exchange. Discussions between the parties remain ongoing regarding the other terms and conditions of the Potential Merger. Worldpay and Vantiv will proceed with a mutual due diligence process. The terms and conditions of any offer if made will be set out in a further announcement. There can be no certainty that any transaction will occur. Vantiv reserves the right, with the agreement or recommendation of the Worldpay Board, to make an offer for Worldpay, at any time, (a) on less or more favourable terms than the Potential Merger described above; and (b) varying the exchange ratio and/or cash consideration component and/or introducing other forms of consideration. Vantiv reserves the right to reduce the consideration in the event a dividend is declared and paid or becomes payable by Worldpay above the agreed 5 pence dividend.
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