Worldline Sa · EURONEXT:WLN
Worldline Sa — Merger or Acquisition (May 2018)
33 slides from Worldline Sa's merger presentation, May 15, 2018
Slide 1: Strategic Partnership Between Worldline and SIX
STRATEGIC PARTNERSHIP BETWEEN WORLDLINE ANDSIX \CONSOLIDATING EUROPEAN PAYMENTS — Worldline to acquire | SIX Payment Services SIX to becomea major shareholder of Worldline ~ May 15, 2018 - | S NX Worldline
Slide 2: Disclaimer
Disclaimer ● This communication does not contain or constitute an offer of Worldline’s shares for sale or an invitation or inducement to invest in Worldline’s shares in France, the United States of America or any other jurisdiction. ● This communication contains combined data (including synergies) w
Slide 3: Disclaimer
Disclaimer ● This document includes supplemental financial measures that are not clearly defined under IFRS and that are or may be non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation or as alternatives to measures of Worldline’s net assets and financi
Slide 4: Transaction Highlights
TRANSACTION HIGHLIGHTS Worldline
Slide 5: Worldline was listed to be at the center of the consolidation of European payments
WORLDLINE WAS LISTED TO BE AT THE CENTER OF THE CONSOLIDATION OF EUROPEAN PAYMENTS A COMPREHENSIVE WORLDLINE TODAY GROWTH STRATEGY & SPS TOGETHER ● Solid track record since IPO Robust organic development through • Acceleration of organic growth • Enhanced profitability through efficiency gains ● Aft
Slide 6: SIX Payment Services (SPS)
SIX PAYMENT SERVICES (SPS) one of the largest payment service providers in Europe and the DACH* payment champion MERCHANT SERVICES FINANCIAL SERVICES c. € 530 m 2019e net** revenue c. €430m c. €100m 2019e net** 2019e net revenue c. € 20% OMDA revenue 9 6 Key countries number of staff Key countries c
Slide 7: Key features of the transaction
KEY FEATURES OF THE TRANSACTION 1 Worldline to acquire SIX Payment Services (SPS), one of the largest payment service providers in Europe and the DACH region payment champion. 2 A fundamental transformation of Worldline’s activity leading to a size increase of c.+30%. Transaction based on an enterpr
Slide 8: Worldline shareholding structure & governance post transaction
WORLDLINE SHAREHOLDING STRUCTURE & GOVERNANCE POST TRANSACTION • 49.1 million of new shares + € 283 million in cash against SIX Payments Services contribution into Worldline • Worldline Board of Directors enlarged from 9 members to 12 members and 1 censor, of which: • 2 new Board Members and 1 censo
Slide 9: Strategic Rationale
STRATEGIC RATIONALE Worldline
Slide 10: Worldline to acquire SIX Payment Services to create a pan-European payment powerhouse
WORLDLINE TO ACQUIRE SIX PAYMENT SERVICES TO CREATE A PAN-EUROPEAN PAYMENT POWERHOUSE The scope of the transaction covers: 1 • Merchant services (81% of 2019e net revenue): all SPS Merchant Services activities; • Financial Services (19% of 2019e net revenue): all Financial Services activities outsid
Slide 11: SIX Payment Services: one of the largest payment service providers in Europe
SIX PAYMENT SERVICES (SPS): ONE OF THE LARGEST PAYMENT SERVICE PROVIDERS IN EUROPE AND THE DACH PAYMENT CHAMPION 13% ● Historical leader in its home market in Switzerland Switzerland 7% Austria ● Successful business which has grown through organic and 7% 50% Luxembourg inorganic developments Germany
Slide 12: A transaction that redefines the European payment industry
A TRANSACTION THAT Worldline + SIX REDEFINES THE EUROPEAN = The Undisputed PAYMENT INDUSTRY Pan-European Leader Independent PSPs Net Revenue in Europe(1) In €m #1 #1 + / 10% 20% / Market Share in Market Share in Commercial Acquiring (3) Financial Processing (4) #3 (2) European (2) (3) e-com. PSP (5)
Slide 13: Unique geographic footprint
UNIQUE GEOGRAPHIC FOOTPRINT With leadership positions in all the key continental European countries Market leader positions in: Leadership position • Austria • Germany Other presence • Baltics • Luxemburg • Belgium • Switzerland • Czech Republic • The Netherlands • France • Perfect geographic match
Slide 14: A uniquely diversified business profile
A UNIQUELY DIVERSIFIED BUSINESS PROFILE with a mix rebalanced towards merchant services = 2019e combined net revenue of c.€2.3bn Emerging Other c.€0.4bn Markets Europe 8% Mobility France 7% & e-Transactional 19% 15% UK 5% > €1.0bn Switzerland Merchant Belux Services 13% 20% c.€0.9bn 46% Financial Ge
Slide 15: A quantum leap positioning Worldline as the N°1 non-bank acquiring platform
A QUANTUM LEAP POSITIONING WORLDLINE AS THE N°1 non-bank acquiring platform in Continental Europe c. +65% c.€0.4bn > €1bn c.€0.6bn 2019e Worldline SIX 2019e Merchant 2019e Worldline + SIX Merchant Services Services revenue proforma revenue in revenue Merchant Services ● c.+30% in Worldline revenue s
Slide 16: Business Benefits of the Combination
BUSINESS BENEFITS OF THE COMBINATION INDUSTRIAL AMBITIONS Worldline
Slide 17: Creating the undisputed European leader in payment services
CREATING THE UNDISPUTED EUROPEAN LEADER IN PAYMENT SERVICES c. € 94 bn Merchant Service Value c. CHF 95bn MSV c. € 180 bn Merchant Service (MSV) c. 24 m card managed Value >120 m card managed c. 100 m card managed c. 50 m e-com trx >900 m e-com trx Scale c. 860 m e-com trx 200,000+ merchants 210,000
Slide 18: An undisputed leader in Merchant Services
An undisputed leader in Merchant Services #1 Merchant Services Provider in Europe, boosting growth beyond home markets through bank alliances, partnerships and acquisitions Multiple complementarities between SPS and Worldline (including benefits from experience in verticals, complementary applicatio
Slide 19: Strong development perspectives of commercial acquiring in Germany
STRONG DEVELOPMENT PERSPECTIVES OF COMMERCIAL ACQUIRING IN GERMANY ● Leverage SPS, VÖB, and Worldline to win market share over current market leaders Est. 6% ● With a full acceptance to acquiring Market share integrated service offer, differentiating on In 2019 the market ● In a market boosted by th
Slide 20: Reinforcing Worldline's European leadership in Financial Services
REINFORCING WORLDLINE’S EUROPEAN LEADERSHIP IN FINANCIAL SERVICES Win new outsourcing deals, unlocking new geographies Leverage an undisputed complete portfolio in issuing processing Formation of highly complementary scheme-licensing solutions and overall large number of cross-selling opportunities
Slide 21: A strong and secure synergy plan
A STRONG AND SECURE SYNERGY PLAN c.€ 110 million OMDA savings OMDA in €m in 2022 110 • c.25% delivered in 2019 c.5% 23 • c.50% in 2020 c.15% c.12% Synergy implementation costs c.15% estimated at c.€ 110 million, on top of pre-closing costs of c.25% 87 €15-20 million c.27% Execution secured by ali
Slide 22: Robust execution methodology
ROBUST EXECUTION METHODOLOGY Relying on 5 Key Principles COLLABORATIVE APPROACH Structured joint governance involving managers from INVOLVING MANAGERS FROM 1 both sides in decision-making and delivery BOTH SIDES IN BUSINESS PLAN Project organization mirroring new entity PREPARATION & EXECUTION 2 org
Slide 23: Creating a long standing partnership with SIX Group
CREATING A LONG STANDING PARTNERSHIP with SIX Group and the Swiss Banking Community • A governance supporting the strategic alliance and designed to fully support the Swiss banking community priorities and strategic agenda in payments Long-term • Servicing the whole Swiss banking community through p
Slide 24: Transaction Financials & Value Creation
TRANSACTION FINANCIALS & VALUE CREATION Worldline
Slide 25: Key transaction terms & value creation
KEY TRANSACTION TERMS & VALUE CREATION • Total consideration of € 2,303m • 49.1m of new Worldline shares representing 27% of share capital • € 283m in cash Consideration • Implied estimated 2019 OMDA multiple of c.17.5x post synergies & Structure • Implied estimated 2019 OMDA multiple c.11.0x post r
Slide 26: Contemplated timeline
CONTEMPLATED TIMELINE Q2 2018 Q3 2018 Q4 2018 Q4 2018 Extraordinary General Meeting for approval new Worldline shares issuance 14~15 May 2018 Q2 > Q4 2018 Q4 2018 Signing Anti-trust Equity Issuance & Transaction and regulatory approvals & Closing Announcement Finalization of the carve out of SPS fro
Slide 27: Impact on Worldline financial profile
IMPACT ON WORLDLINE FINANCIAL PROFILE • Current growth consistent with Worldline’s profile Impact on revenue • Rebalancing towards Merchant Services contributing to the revenue growth growth acceleration thanks to the new business mix • Worldline 2019 OMDA% guidance of above 23% maintained thanks to
Slide 28: Transaction structure preserves firepower
TRANSACTION STRUCTURE PRESERVES FIREPOWER Mid-term leverage target of 1.5x to 2.5x net debt/EBITDA Financing capacity available Additional financing Additional financing at the end of 2018 capacity over 2019 capacity over 2020-21 c.€1.6bn c.€1.2bn c.€0.6bn Dec-17 net Cash out 2.5x 2018e FCF 2.5x OMD
Slide 29: Conclusion & Key Deal Takeaway
CONCLUSION & KEY DEAL TAKEAWAY Worldline
Slide 30: Combination of Worldline and SPS: Redefining the European Payments Industry
COMBINATION OF WORLDLINE AND SPS: Redefining the European Payments Industry THE PAN-EUROPEAN PAYMENTS POWERHOUSE WITH UNRIVALLED SCALE AND SPAN > The industry-defining leader with unique scale, benefitting from massive cost advantage and innovation superiority > Intact firepower to play a prominent
Slide 31: 3-year plan inorganic growth ambition already achieved
3-YEAR PLAN INORGANIC GROWTH AMBITION ALREADY ACHIEVED • Reminder of the ambition presented as part of Worldline 3-year plan • With the SIX Payment Services transaction, M&A ambition ahead of plan… • …while maintaining the acquisition firepower for further developments 31 | © Worldline
Slide 32: | © Worldline
32 | © Worldline
Slide 33: Thank you
THANK YOU For more information, please contact: David Pierre-Kahn, Head of Investor Relations T +33134349066 | M+336 285145 96 david. [email protected] S NX Worldline