Worldline Sa · EURONEXT:WLN
Worldline Sa — Merger or Acquisition (February 2020)
35 slides from Worldline Sa's merger presentation, Feb 3, 2020
Slide 1: Creation of a New World-Class Leader in Payment Services
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES WORLDLINE TO ACQUIRE INGENICO FINANCIAL COMMUNICATION 1 l CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT
Slide 2: Disclaimer
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. DISCLAIMER The documentation relating to the tender offer which, if filed, will state the terms and conditions of the tender offer, will be submitted to the review
Slide 3: Disclaimer
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. DISCLAIMER This document has been prepared for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any s
Slide 4: Transaction Highlights
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. TRANSACTION HIGHLIGHTS GILLES GRAPINET, Chairman & CEO, Worldline 4 l CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES l © Worldline
Slide 5: Transaction Rationale
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES TRANSACTION RATIONALE Consolidation of European leadership and creation of the #4 global payment service
Slide 6: Transaction Highlights
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES TRANSACTION HIGHLIGHTS Friendly transaction unanimously approved by both Boards of Directors, with full
Slide 7: Worldline & Ingenico ID Card
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. WORLDLINE & INGENICO ID CARD GILLES GRAPINET, Chairman & CEO, Worldline NICOLAS HUSS, CEO, Ingenico 7 l CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES l
Slide 8: Worldline Today
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. WORLDLINE TODAY ~ €2.4 bn MERCHANT FINANCIAL MOBILITY & 2019e SERVICES SERVICES E-TRANSACTIONAL NET REVENUE SERVICES ~ €1.1 bn ~ €0.9 bn ~ €0.3 bn 2019e REVENUE 20
Slide 9: Uninterrupted Growth Track Record
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. UNINTERRUPTED GROWTH TRACK RECORD 5 YEARS of continuous organic growth REVENUE OMDA FREE CASH FLOW EXPANSION (€ m) (€ m) (€ bn) DRIVING €2,4 € 602 € 288 OPERATING
Slide 10: Ingenico Today
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. INGENICO TODAY INGENICO €2.9bn c.8,000 > 300 > €400bn >30m net revenue people > 550,000 Payment processed transactions €606m 44 methods Merchants Online and Instor
Slide 11: Ingenico Track Record
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. INGENICO TRACK RECORD STRONG DEVELOPMENT OVER THE PAST DECADE Net Revenue EBITDA Free Cash-flow • Revenue, EBITDA and FCF 2,895 multiplied by 5 to 6 MORE THAN A 60
Slide 12: Ingenico Transformation in Execution
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. INGENICO TRANSFORMATION IN EXECUTION B&A repositioning Retail acceleration on track and in development pillars in place Fit for Growth plan in execution mode B&A R
Slide 13: Strategic Rationale
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. STRATEGIC RATIONALE GILLES GRAPINET, Chairman & CEO, Worldline MARC-HENRI DESPORTES, Deputy CEO, Worldline 13 l CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SER
Slide 14: Worldline & Ingenico: Perfect Timing for a Combination
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. WORLDLINE & INGENICO PERFECT TIMING FOR A COMBINATION • Strong track record since IPO on value creation and consolidation agenda • Strong transformation over 10 ye
Slide 15: Transformative Combination
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. TRANSFORMATIVE COMBINATION CREATING A LEADING GLOBAL PAYMENT SERVICE PROVIDER LEADERSHIP AND SCALE #1 MERCHANT c.€300bn ACQUIRER PURCHASE VOLUME IN CONTINENTAL ACQ
Slide 16: Combination of Scaled European Players
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. COMBINATION OF 2 SCALED EUROPEAN PLAYERS ENABLING THE EMERGENCE OF A GLOBAL LEADER IN PAYMENT SERVICES The largest EU PSP … … and the only European player Based on
Slide 17: A New Global Powerhouse in Merchant Services
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. A NEW GLOBAL POWERHOUSE IN MERCHANT SERVICES MULTIPLE COMPLEMENTARITIES BETWEEN WORLDLINE & INGENICO across customer segments and market verticals LEADING E-COM
Slide 18: A Step Change in Online Business
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. A STEP CHANGE IN ONLINE BUSINESS c.2.5 billion transactions processed BEST-IN-CLASS LEADING WHITE LABEL GLOBAL COLLECTING SOLUTION 150+ management of PLATFORM conn
Slide 19: Highly Complementary Geographical Footprint
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. HIGHLY COMPLEMENTARY GEOGRAPHICAL FOOTPRINT IN MERCHANT SERVICES EUROPEAN LEADERSHIP… …WITH GLOBAL PRESENCE LEADING POSITION IN GROWING ACCESS GERMAN E-PAYMENT
Slide 20: Leverage Global Leadership of Ingenico in POS
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. LEVERAGE GLOBAL LEADERSHIP OF INGENICO IN POS 1,000 BANKING AND ACQUIRING NEW RELATIONSHIPS #1 Very strong transformation program initiated in 2019 GLOBAL POS MAR
Slide 21: A Powerful Combination of Unique Payment Talent Pools
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. A POWERFUL COMBINATION OF 2 UNIQUE PAYMENT TALENT POOLS c. 8,000 PAYMENT & TECHNOLOGY EXPERTS c. 12,000 PAYMENT & TECHNOLOGY EXPERTS WORLDWIDE REACH WITH 44 COUNTR
Slide 22: Excellent Integration Track-Record
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. EXCELLENT INTEGRATION TRACK-RECORD THROUGH PROVEN EXECUTION METHODOLOGY Governance involving managers from both companies 1 applying Worldline’s proven integration
Slide 23: Transaction Financials & Value Creation
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. TRANSACTION FINANCIALS & VALUE CREATION ERIC HEURTAUX, CFO, Worldline 23 l CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES l © Worldline
Slide 24: Offer Terms on Ingenico Shares and OCEANEs
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. OFFER TERMS ON INGENICO SHARES AND OCEANES Mix and match offer: Primary Offer: 11 Worldline shares and € 160.5 in cash offered for 7 Ingenico shares, translati
Slide 25: Strong Shareholder Value Creation Levers
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. STRONG SHAREHOLDER VALUE CREATION LEVERS ACCELERATION OF Enhanced e-commerce presence accelerating growth in Merchant Services, representing c. 49% of GROWTH IN
Slide 26: Compelling Financial Profile
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. COMPELLING FINANCIAL PROFILE Run rate (1): synergies € bn (based on 2019e) (based on 2019e) (including run rate synergies) Revenue 2.4 2.9 0.1 5.4 OMDA 0.6 0.6 0.2
Slide 27: Robust & Secure €250 Million Run-Rate Synergy Expectations
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. ROBUST & SECURE €250 MILLION RUN-RATE SYNERGY EXPECTATIONS INCREMENTAL TO ON-GOING SPS INTEGRATION, TEAM² AND FIT FOR GROWTH PROGRAMS c. €220 million OMDA synergi
Slide 28: Fast Deleveraging
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. FAST DELEVERAGING PRESERVED STRATEGIC FLEXIBILITY Expected deleveraging profile ROBUST BALANCE SHEET c.2.5x EXPECTED BBB / STABLE c.1.5x OUTLOOK INVESTMENT GRADE R
Slide 29: Conclusion & Key Deal Takeaway
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. CONCLUSION & KEY DEAL TAKEAWAY GILLES GRAPINET, Chairman & CEO, Worldline 29 l CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES l © Worldline
Slide 30: Unanimous Support of Worldline and Ingenico
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. UNANIMOUS SUPPORT OF WORLDLINE AND INGENICO BOARDS OF DIRECTORS, REFERENCE SHAREHOLDERS AND STRATEGIC PARTNERS Full support of SIX and Atos to the transaction, wit
Slide 31: A Unique and Scaled Platform to Pursue Its Consolidation Journey
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. A UNIQUE AND SCALED PLATFORM TO PURSUE ITS CONSOLIDATION JOURNEY Demonstrated bank-friendly strategy 1 of value-enhancing and bespoke M&A transactions for Banking
Slide 32: A Strategic & Highly Value Creative Combination
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. A STRATEGIC & HIGHLY VALUE CREATIVE COMBINATION CREATION OF A NEW EXCEPTIONAL STRONG SYNERGY WORLD-CLASS LEADER BUSINESS POTENTIAL in payment services COMPLEMENTAR
Slide 33: A Compelling Transaction for Worldline and Ingenico Shareholders
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. A COMPELLING TRANSACTION FOR WORLDLINE AND INGENICO SHAREHOLDERS FOR WORLDLINE SHAREHOLDERS FOR INGENICO SHAREHOLDERS A transformative transaction Premium of 2
Slide 34: Q&A
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. Q&A 34 l CREATION OF A NEW WORLD-CLASS LEADER IN PAYMENT SERVICES l © Worldline
Slide 35: Thank You
This document is not for release, publication or distribution, directly or indirectly, in the United States, Japan, Canada or Australia. THANK YOU FOR MORE INFORMATION, PLEASE CONTACT: David Pierre-Kahn, Laurent Marie, Head of Investor Relations Worldline Head of Investor Relations Ingenico T +33 1