- The combined company will have
approximately $12.3 billion pro forma 2018 annual revenue
- Accelerates FIS’ organic revenue growth
outlook to 6 percent to 9 percent through 2021
- Anticipates $500 million of revenue
synergies, $400 million of run-rate expense synergies and nearly
$4.5 billion of free cash flow in three years; driving significant
value for our shareholders
- Best-in-class capabilities serving
high-growth eCommerce industry
- Combines a global leader in modern
financial institutions solutions with a global leader in eCommerce
and payments innovation
- Gary Norcross to remain chairman of the
board of directors, president and CEO; Charles Drucker to become
executive vice chairman of the board of directors
- Companies to host joint announcement
call March 18, 2019 at 8:30 a.m. (EDT)
FIS™ (NYSE:FIS), a global leader in financial services
technology, and Worldpay, Inc. (NYSE:WP; LSE:WPY), a global leader
in eCommerce and payments, announce that they have entered into a
definitive merger agreement. This combination greatly expands FIS’
capabilities by enhancing its acquiring and payment offerings and
significantly increases Worldpay’s distribution footprint,
accelerating its entry into new geographies. Upon closing, the
combined company will be positioned to offer best-in-class
enterprise banking, payments, capital markets, and global eCommerce
capabilities empowering financial institutions and businesses
worldwide.
At the closing, under the terms of the agreement, Worldpay
shareholders will be entitled to receive 0.9287 FIS shares and
$11.00 in cash for each share of Worldpay. Upon closing, FIS
shareholders will own approximately 53 percent and Worldpay
shareholders will own approximately 47 percent of the combined
company. The combination of stock and cash values Worldpay at an
enterprise value of approximately $43 billion, including the
assumption of Worldpay debt, which FIS expects to refinance.
FIS and Worldpay have complementary solutions and services
encompassing financial institution issuer services, network and
merchant services including global leadership in eCommerce, as well
as loyalty and fraud solutions benefiting consumers and businesses.
Clients will benefit from the combined omni-channel payment and
multi-currency capabilities, robust risk and fraud solutions and
advanced data analytics.
Organizations of all types and sizes are looking for new ways to
create more meaningful and frictionless experiences and grow their
share of wallet through digital channels. The combination of FIS
and Worldpay, two companies that are leading their respective
markets in modernization investments, provides clients of both
organizations access to a wider portfolio of digital assets to
accelerate their revenue growth, streamline their operations and
create a better engagement with their customers.
“Scale matters in our rapidly changing industry,” stated Gary
Norcross, chairman, president and chief executive officer, FIS.
“Upon closing later this year, our two powerhouse organizations
will combine forces to offer a customer-driven combination of
scale, global presence and the industry’s broadest range of global
financial solutions. As a combined organization, we will bring the
most modern solutions targeted at the highest growth markets. The
long-term value we will create for clients and for shareholders
will set the bar in our industry and will create a range of new
career opportunities for our employees. I have never been more
excited about the future of FIS.”
As an industry leading global merchant acquirer, Worldpay is one
of the world’s top payment technology companies powering global
omni-commerce and providing solutions for merchants, businesses and
financial institutions on a global basis. It processes over 40
billion transactions annually, supporting more than 300 payment
types across more than 120 currencies.
“At Worldpay, our focus has always been on delivering more value
to our clients and partners and making decisions that achieve our
growth and performance objectives. Combining with FIS helps us
accelerate the achievement of that, now benefitting from new scale
and capabilities that will truly differentiate the company
globally,” said Charles Drucker, executive chairman and chief
executive officer, Worldpay. “We are proud to become part of one of
the financial services industry’s most respected and consistently
performing companies, and I am excited about the new opportunities
this brings both for the business and our colleagues
worldwide.”
Strategic and Financial Rationale
- Global Growth Leader at ScaleThe
combination of industry leading technology platforms and global
distribution channels serving high-growth secular markets will
immediately accelerate the revenue growth profile of FIS and offer
a best-in-class solution suite to our clients. Additionally, the
combination will create meaningful revenue growth opportunities
across the merchant and banking ecosystems.
- Significant Value
CreationOrganic revenue growth outlook of 6 percent to 9
percent through 2021, in conjunction with $700 million of total
EBITDA synergies from the combination of revenue and expense
opportunities over the next three years.
- Enhanced Financial ProfileThe
combined company will have pro forma 2018 annual revenue and
adjusted EBITDA of approximately $12.3 billion and $4.9 billion,
respectively. FIS anticipates retaining its investment grade credit
ratings of Baa2 / BBB, reducing leverage to approximately 2.7x in
12 to 18 months and continuing to grow its dividend supported by
robust free cash flow.
- Experienced Management TeamBoth
management teams have a proven track record of innovation
leadership, superior integration, and exceeding synergy plan
targets to drive transformational value to clients and
shareholders. This combination leverages expertise within the
banking and payment industry.
Governance and Timing
Upon closing, the combined company’s Board of Directors will
consist of 12 members, seven of which will come from FIS’ Board of
Directors and five of which will come from Worldpay’s Board of
Directors. Gary Norcross will remain as FIS Chairman of the Board,
President and Chief Executive Officer. Charles Drucker, Worldpay’s
current Executive Chairman and CEO, will serve as the Executive
Vice Chairman of the Board.
The combined company will retain the name FIS and will be
headquartered in Jacksonville, Fla.
The transaction is subject to receipt of required regulatory and
shareholder approvals and other customary closing conditions and is
expected to close in the second half of 2019.
Centerview Partners LLC and Goldman Sachs & Co. LLC acted as
financial advisors to FIS. Willkie Farr & Gallagher LLP served
as FIS’ legal advisor in the transaction. Credit Suisse acted as
financial advisor to Worldpay. Skadden, Arps, Slate, Meagher &
Flom LLP served as Worldpay’s legal advisor in the transaction.
Webcast
FIS will sponsor a live webcast about this announcement with the
investment community beginning at 8:30 a.m. (EDT) Monday, March 18,
2019. To access the webcast, go to the Investor Relations section
of FIS’ homepage, www.fisglobal.com. A replay will be available
after the conclusion of the live webcast.
About FIS
FIS is a global leader in financial services technology,
providing solutions and services to clients in the retail and
institutional banking, payments, capital markets, asset management
and wealth and retirement markets. Through the depth and breadth of
our solutions portfolio, global capabilities and domain expertise,
FIS serves clients in over 130 countries. Headquartered in
Jacksonville, Florida, FIS employs more than 47,000 people
worldwide and holds leadership positions in payment processing,
financial software and banking solutions. Providing software,
services and outsourcing of the technology that empowers the
financial world, FIS is a Fortune 500 company and is a member of
the Standard & Poor’s 500® Index. For more information about
FIS, visit https://www.fisglobal.com/.
Follow FIS on Facebook (facebook.com/FIStoday), LinkedIn
(linkedin.com/company/fis) and Twitter (@FISGlobal).
About Worldpay
Worldpay is a leading payments technology company with unique
capability to power global omni-commerce. With an integrated
technology platform, Worldpay offers a comprehensive suite of
products and services, delivered globally through a single
provider. Worldpay processes over 40 billion transactions annually,
supporting more than 300 payment types across 146 countries and 126
currencies. Worldpay is focused on expanding into high-growth
markets and customer segments, including global eCommerce,
integrated payments and B2B. Visit us at
https://www.worldpay.com.
Statement Regarding Forward-Looking Information
The statements contained in this communication that are not
purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or
“Securities Act” and Section 21E of the Securities Exchange Act of
1934, as amended, or “Exchange Act,” including statements regarding
our expectations, hopes, intentions, or strategies regarding the
future. These statements relate to, among other things, business
and market conditions, outlook and our future financial and
operating results and debt. In many cases, you can identify
forward-looking statements by terminology such as “may,” “will,”
“should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” or “continue,” or the negative of these
terms, and other comparable terminology. Actual results could
differ materially from those anticipated in these statements as a
result of a number of factors, including, but not limited to:
- the risk that the transaction described
herein will not be completed or will not provide the expected
benefits, or that we will not be able to achieve the cost or
revenue synergies anticipated;
- the risk that the integration of FIS
and Worldpay will be more difficult, time-consuming or expensive
than anticipated;
- the risk of customer loss or other
business disruption in connection with the transaction, or of the
loss of key employees;
- the possible occurrence of an event,
change or other circumstance that would give rise to the
termination of the merger agreement;
- the fact that unforeseen liabilities of
FIS or Worldpay may exist;
- the risk of doing business
internationally;
- changes in general economic, business
and political conditions, including the possibility of intensified
international hostilities, acts of terrorism, changes in either or
both the United States and international lending, capital and
financial markets and currency fluctuations;
- the effect of legislative initiatives
or proposals, statutory changes, governmental or other applicable
regulations and/or changes in industry requirements, including
privacy and cybersecurity laws and regulations;
- the risks of reduction in revenue from
the elimination of existing and potential customers due to
consolidation in, or new laws or regulations affecting, the
banking, retail and financial services industries or due to
financial failures or other setbacks suffered by firms in those
industries;
- changes in the growth rates of the
markets for the solutions of FIS and Worldpay;
- failures to adapt such solutions to
changes in technology or in the marketplace;
- internal or external security breaches
of systems, including those relating to unauthorized access, theft,
corruption or loss of personal information and computer viruses and
other malware affecting our software or platforms, and the
reactions of customers, card associations, government regulators
and others to any such events;
- the risk that implementation of
software (including software updates) for customers or at customer
locations or employee error in monitoring software and platforms
may result in the corruption or loss of data or customer
information, interruption of business operations, outages, exposure
to liability claims or loss of customers;
- the reaction of current and potential
customers to communications from us or regulators regarding
information security, risk management, internal audit or other
matters;
- competitive pressures on pricing
related to the decreasing number of community banks in the U.S.,
the development of new disruptive technologies competing with one
or more of our solutions, increasing presence of international
competitors in the U.S. market and the entry into the market by
global banks and global companies with respect to certain
competitive solutions, each of which may have the impact of
unbundling individual solutions from a comprehensive suite of
solutions we provide to many of our customers;
- the failure to innovate in order to
keep up with new emerging technologies, which could impact the
merged companies’ solutions and ability to attract new, or retain
existing, customers;
- the failure to meet financial goals to
grow business in Brazil after the unwinding of FIS’ Brazilian
Venture;
- the risks of reduction in revenue from
the loss of existing and/or potential customers in Brazil after the
unwinding of FIS’ Brazilian Venture;
- an operational or natural disaster at
one of our major operations centers; and
- other risks detailed elsewhere in the
two companies’ annual reports on Form 10-K for the year ended
December 31, 2018 and in our and their other filings with the
Securities and Exchange Commission.
Other unknown or unpredictable factors also could have a
material adverse effect on our business, financial condition,
results of operations and prospects. Accordingly, readers should
not place undue reliance on these forward-looking statements. These
forward-looking statements are inherently subject to uncertainties,
risks and changes in circumstances that are difficult to predict.
Except as required by applicable law or regulation, neither FIS nor
Worldpay undertakes (and each of FIS and Worldpay expressly
disclaim) any obligation and do not intend to publicly update or
review any of these forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction between FIS and Worldpay. In connection with the
proposed merger, FIS will file with the SEC a registration
statement on Form S-4 that will include the joint proxy statement
of FIS and Worldpay and a prospectus of FIS, as well as other
relevant documents regarding the proposed transaction. A definitive
joint proxy statement/prospectus will also be sent to FIS
shareholders and Worldpay stockholders. INVESTORS ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the joint proxy statement/prospectus, as well as
other filings containing information about FIS and Worldpay, may be
obtained at the SEC’s website (http://www.sec.gov). You will also
be able to obtain these documents, free of charge, from FIS at
www.investor.fisglobal.com or by emailing
info.investorrelations@fisglobal.com or from Worldpay by accessing
Worldpay’s website at http://investor.worldpay.com or by emailing
IR@worldpay.com.
Participants in the Solicitation
FIS and Worldpay and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from FIS shareholders and Worldpay
stockholders in respect of the transaction described in the joint
proxy statement/prospectus. Information regarding FIS’ directors
and executive officers is contained in FIS’ Proxy Statement on
Schedule 14A, dated April 20, 2018, which is filed with the SEC.
Information regarding Worldpay’s directors and executive officers
is contained in Worldpay’s Proxy Statement on Schedule 14A, dated
April 4, 2018, which is filed with the SEC. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading the joint proxy statement/prospectus regarding the proposed
merger when it becomes available. Free copies of this document may
be obtained as described in the preceding paragraph.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190318005222/en/
Ellyn Raftery, 904.438.6083Chief Marketing and Strategy
OfficerFIS Marketing and
Communicationsellyn.raftery@fisglobal.comAndrew Ciafardini,
513.900.5308Head of Global Corporate CommunicationsWorldpay
Corporate CommunicationsAndrew.Ciafardini@worldpay.comPeter
Gunnlaugsson, 904.438.6603Senior Vice PresidentFIS Investor
Relationspete.gunnlaugsson@fisglobal.comNathan Rozof, CFA,
866.254.4811Head of Investor RelationsWorldpay Investor
RelationsIR@worldpay.com
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