Worldline S.A. (ENXTPA:WLN) agreed to acquire Ingenico Group - GCS (ENXTPA:ING) for €7.7 billion on February 3, 2020. Under the terms of the tender offer, Ingenico shareholders would receive through a primary offer, 11 Worldline shares and €160.5 in cash for 7 shares tendered. Ingenico shareholders will be able to elect one or a combination of €123.1 per share in cash and 56 Worldline shares in exchange for 29 Ingenico shares, subject to proration and allocation adjustments that will ensure that, in the aggregate, the number of shares issued and the amount of cash paid shall be equal to those if all shares had been tendered in offer. The consideration consists of consisting of a 81% share and 19% cash transaction, as of last closing prices, as well as outstanding OCEANEs. The tender offer will also target all outstanding Ingenico OCEANEs. Holders of Ingenico OCEANEs will have the option to receive either a cash offer of €179 for each Ingenico OCEANE or mixed offer of 4 Worldline shares and €998 in cash offered for 7 OCEANEs tendered, translating into an offer price of €179 per OCEANE. Upon closing, former Worldline shareholders would own 65% of the combined entity and former Ingenico shareholders would own 35%. This transaction would result in a total potential cash out of €2 billion, assuming a 100% tender rate of Ingenico shares and 100% tender rate on Ingenico OCEANEs, with OCEANEs holders choosing the cash option. The shares will also be acquired in squeeze-out as the case may be. This cash component will be financed through a dedicated banking bridge facility. Ingenico will pay a termination fee of €100 million and Worldline will pay a termination fee of €200 million.

Worldline's Board of Directors would be enlarged to 17 members, in addition to Directors representing employees, of which 6 former Directors of Ingenico. Gilles Grapinet, current Worldline Chairman & Chief Executive Officer, would become the Chief Executive Officer of the combined entity and Bernard Bourigeaud, current Chairman of Ingenico, would become the Non-Executive Chairman of the Board of Directors at closing. The transaction is subject to customary closing customary conditions precedent, including regulatory, antitrust approval, merger control clearances and information and/or consultation with employee representative bodies, as well as Worldline shareholders' approval, minimum tender and Ingenico has agreed to a customary no shop undertaking in the business combination agreement. The transaction is unanimously approved by the Board of directors of Worldline and Ingenico Group. The transaction is supported by the both companies Board of Directors as well as reference shareholders: SIX Group AG and Atos for Worldline; Bpifrance for Ingenico. It is expected that the tender offer will be filed with the AMF in June or July 2020, once regulatory and merger control clearances processes are in progress. Ingenico's Board of Directors has appointed Ledouble as independent expert on the financial terms of the tender offer, as well as an ad hoc committee of the board to review the terms of the tender offer. As of April 7, 2020, Worldline announced it will postpone the company's annual general meeting to June 9, 2020 from May 14, 2020. Ingenico will push back its annual general meeting to June 11, 2020 from May 26, 2020.

On May 6, 2020, the competent financial supervisory authority in Belgium, on June 3, 2020, the competent financial supervisory authority in Sweden, on June 4, 2020, the competent financial supervisory authority in the Netherlands, on June 8, 2020, the competent financial supervisory authority in Germany approved the deal. As of June 9, 2020, the transaction was approved by the shareholders of Worldline. On June 17, 2020, the competent financial supervisory authority in Finland, New Zealand and United States authorized the deal. Various antitrust approvals have been received from competition authorities in United States, Turkey and Russia. On July 7, 2020, the Board of Directors of Ingenico considered that the Offer was in the interest of Ingenico, its shareholders and employees and issued a reasoned opinion recommending that the holders of Ingenico shares and OCEANEs tender their securities to the Offer. As of September 10, 2020, timetable for the European Commission's review of the transaction now set for September 30, 2020. As of September 30, 2020, European Commission has approved the transaction. The transaction is expected to close during the third quarter of 2020. As on July 8, 2020, the offer will close in late September, 2020. As on July 30, 2020, Worldline commenced the offer for Ingenico and its closing date will be set after receipt of supporting evidence of the European Commission's merger control clearance, it being specified that Worldline reserves the right to waive this condition. As on September 10, 2020, the transaction is expected to close at October 15, 2020. As on October 20, 2020, Worldline and Ingenico announce that post-settlement, Worldline will hold 56.5 million Ingenico shares, representing 88.64% of the share capital and at least 83.2% of the voting rights, and 2.9 million OCEANEs (i.e. 99.57% of the number of OCEANEs in circulation), thus largely exceeding the offer's waiver threshold, which had been set at 60% of Ingenico share capital (on a fully diluted basis). The settlement will take place on October 28, 2020. The offer will be reopened and the AMF will publish the timetable for the reopening of the offer. Worldline also confirms its intention to implement a squeeze-out for the Ingenico's shares and OCEANEs following the reopened offer. The tender offer will be reopened from October 22, 2020 until November 4, 2020. As per announcement of October 22, 2020, Ingenico Group will be removed from the Ecofin Global Digital Payments Infrastructure Index, effective October 26, 2020, as a result of the acquisition by Worldline SA.  The cash portion of the transaction will be invested pro rata among remaining index constituents. Worldline expects that the transaction would generate a double digit EPS accretion2 from year 1, estimated c.€250 million run-rate synergies in 2024 and Enhanced financial profile with accelerated OMDA growth thanks to synergies and operational gearing.

Morgan Stanley International Limited and Cardinal Partners acted as financial advisors and Marie-Laurence TibiCleary and Rodolphe Elineau of Cleary Gottlieb Steen & Hamilton LLP (France) and Jacques-Philippe Gunther and Mathilde Saltiel of Latham & Watkins LLP (Paris) acted as legal advisors to Worldline. Goldman Sachs Paris Inc. et Cie and Nicolas Bonnault and Pierre-Victor Saponaro of Rothschild & Co SCA (ENXTPA:ROTH) acted as financial advisors and Benjamin Kanovitch and Olivier Billard of Bredin Prat & Associes acted as legal advisors to Ingenico. BofA Securities, Inc. acted as financial advisor to Bpifrance Investissement. Société Générale acted as financial advisor to Worldline S.A. Pierre Thomet, Julien Bourmaud-Danto, Olivia Giesecke of Linklaters LLP (France) acted as legal advisors to Bpifrance Investissement SAS. BNP Paribas Corporate Finance acted as financial advisor to Ingenico Group - GCS.

Worldline S.A. (ENXTPA:WLN) completed the acquisition of Ingenico Group - GCS (ENXTPA:ING) on October 28, 2020. Squeeze out will be implemented on November 19, 2020. Ingenico Group's shares will be delisted from Euronext in Paris on November 19, 2020. The Board of Worldline acknowledged the resignations of Agnès Audier, Diaa Elyaacoubi, Caroline Parot, Nazan Somer Özelgin and Thierry Sommelet as Independent Directors, Nicolas Huss, Bernard Bourigeaud, Xavier Moreno, Michael Stollarz and Elie Vannier as Non-Independent Directors, and the departure of Arnaud Lucien, Director representing employees, after the transaction. The Board also appointed Claude France, Gilles Grapinet and Eric Heurtaux, representing the interests of Worldline, as Directors, and Jean-François Rambicur as an Independent Director.