This press release does not constitute an offer to acquire securities
PRESS RELEASE DATED JULY 28, 2020 PREPARED BY
THE MIXED TENDER OFFER AS THE PRIMARY OFFER, ALONGSIDE A SECONDARY EXCHANGE OFFER AND A SECONDARY CASH OFFER FOR THE INGENICO SHARES UP TO AN OVERALL LIMIT OF 81% IN WORLDLINE SHARES AND 19% IN CASH1
THE ALTERNATIVE MIXED AND CASH OFFER FOR BONDS CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW AND/OR EXISTING INGENICO SHARES
AVAILABILITY OF THE RESPONSE OFFER DOCUMENT OF INGENICO GROUP
|TERMS OF THE OFFER FOR THE SHARES OF INGENICO |
Primary mixed offer: €160.50 and 11 WORLDLINE shares for 7 INGENICO shares
Secondary exchange offer: 56 WORLDLINE shares for 29 INGENICO shares
Secondary cash offer: €123.10 per INGENICO share
TERMS OF THE OFFER FOR THE OCEANES OF INGENICO
Mixed offer: €998 and 4 WORLDLINE shares for 7 OCEANEs
Cash offer: €179 per OCEANE
The timetable of this offer will be set out by the Autorité des marchés financiers (the “AMF”) in accordance with its General Regulation
This press release is distributed by Ingenico Group (“Ingenico”) in accordance with the provisions of Article 231-27 3° of the AMF General Regulation.
In accordance with Article L.621-8 of the French Monetary and Financial Code and Article 231-26 of its General Regulation, the AMF, pursuant to its clearance decision dated July 28, 2020, affixed visa no. 20-371 dated July 28, 2020 on the response offer document prepared by Ingenico relating to (i) the primary mixed tender offer, alongside a secondary cash offer and a secondary exchange offer for shares in Ingenico and (ii) the alternative mixed and cash offer for the OCEANEs, initiated by Worldline (the “Offer”).
The response offer document approved by the AMF is available on the websites of Ingenico (www.ingenico.com) and of the AMF (www.amf-france.org) and may be obtained free of charge on request from:
28-32 boulevard de Grenelle
Prior to the opening of the Offer, the AMF and Euronext Paris will respectively publish a notice announcing the opening and the timetable of the Offer and a notice announcing the terms and timetable of the Offer.
In accordance with Article 231-28 of the AMF General Regulation, information relating in particular to the legal, financial and accounting characteristics of Ingenico supplements the response offer document prepared by Ingenico and will be the subject of a specific document filed with the AMF and made available to the public in accordance with the procedures designed to ensure effective and complete dissemination, no later than the day before the opening of the Offer.
This press release has been prepared for informational purposes only and does not constitute an offer to acquire securities. The distribution of this press release, the Offer and acceptance of the Offer may be subject to legal restrictions in certain jurisdictions. Persons coming into possession of this press release must inform themselves of the applicable legal restrictions and comply with them. Ingenico will not be liable for the violation of applicable legal restrictions by any person.
1 These percentages are rounded off. The exact percentages are determined by the ratio of the cash component of the Primary Offer, i.e. €160.50, to the Worldline share component of the Primary Offer, i.e. 11 Worldline shares multiplied by €63.75 (based on Worldline’s closing price on January 31, 2020).