Worldline and Equens Intend to Join Forces to Create the New Pan-European Leader in Payment Services

BEZONS, France and UTRECHT, The Netherlands, November 3, 2015 /PRNewswire/ --

Worldline, [Euronext: WLN], European market leader in payment and transactional services headquartered in France, and Equens, one of the largest payment service providers in Europe and headquartered in the Netherlands, today announced that they have signed a Memorandum of Understanding (MoU) on a strategic transaction aiming to create the new pan-European leader in payment services.  

Worldline and Equens consider this step as a major milestone in the consolidation of the European payments market. The strategic aim of the new entity is to be one of the leading and most innovative payment service providers for financial institutions and corporates in Europe.

Gilles Grapinet, CEO of Worldline says: "This industrial transaction with Equens is a decisive step reflecting our strategic ambition to be one of the leading consolidators of payments in Europe. It will provide an opportunity to join forces with highly experienced payment experts from Equens and to share, within our enlarged Group, a common future. I am particularly pleased that Michael Steinbach, Equens' CEO, will lead our new financial processing champion, 'Equens Worldline Company'. From a shareholders' perspective, this combination will provide significant value creation through the realization of considerable synergies, while preserving our strong financial flexibility. This merger will also allow us to provide to our respective customers even more efficient, reliable and highly innovative payment services."

Michael Steinbach, Equens' CEO adds: "Joining forces with Worldline and creating the new entity, the Equens Worldline Company, is a major milestone in consolidating the European payments market. This step follows consequently the proven strategy of Equens since our foundation in 2006, with a truly pan-European processing payment service provider, to maximize economies of scale and scope, and with that actively supporting the development of an integrated European payments market. Because of the complementarity of the service portfolios of Worldline and Equens, current clients from both companies will substantially benefit in terms of an enlarged, state-of-the-art product portfolio and time-to-market. Based on that, the Equens Worldline Company will create new and innovative business opportunities. I am very excited about this joint future with a highly respected innovative company in the payments market and look forward to the promising future of the new Equens Worldline Company."

Memorandum of Understanding 

Under the terms of the agreement, the transaction is made of two components:

In Commercial Acquiring: projected acquisition of 100 % of PaySquare by Worldline in cash 

Worldline has agreed with Equens to acquire 100% of its commercial acquiring subsidiary PaySquare. The PaySquare business will be directly integrated in Worldline Merchant Services & Terminals Global Business Line.

In Financial Processing: creation of Equens Worldline Company 

The agreement aims at the creation of a new entity branded Equens Worldline Company, owned by Worldline at 63.6%:

• The Equens Worldline Company will become the largest pan-European financial processor, targeting 2016 revenue of c. € 700 million and OMDA of c. € 120 million, managing approximately 100 million payment cards, processing c. 10 billion transactions, 6 billion ATM and POS transactions and employing 3,000 experts in payment.
• Worldline will receive 63.6% of newly created Equens shares in exchange of the merger of its current Financial and Acquiring processing activities in Germany, France and Benelux with the corresponding Equens processing activities. The current Equens shareholders, ABN AMRO Bank, DZ BANK, ICBPI, ING Bank and Rabobank will stay as shareholders and own the remaining 36.4%.
• Equens Worldline Company will benefit from the combination of the two highly experienced international management teams from Equens and Worldline FPL Global Service Line, thus ensuring a strong execution of the commonly established industrial and synergy plan. Mr. Michael Steinbach, current CEO of Equens, will be appointed as CEO of the Equens Worldline Company.
• A detailed industrial project will be implemented, with significant synergies, as well as revenue expansion through complementary and highly innovative offerings.
• The top 5 clients of Equens have committed to renew their commercial contracts for an additional 5-year period at closing.

Post-transaction, the enlarged Worldline group will see its consolidated revenues growing by c. 25 % to reach c 1,5 billion € (pro forma 2015) and will benefit from the two components of this strategic combination with:

• A significant reinforcement of the Worldline group market positions both in Financial processing and Commercial Acquiring:
  -In Financial Processing, through the newly established Equens Worldline Company, Worldline group will strengthen its European leadership in card-based payment services and will benefit from Equens' expertise in SEPA mass-payment systems and Automated Clearing House (ACH). With Financial Processing revenue increasing by c.65% and with an enlarged geographic reach, the Group will accelerate its ability to cross-sell its value added services in 5 key European markets (Belgium, France, Germany, Italy, The Netherlands).
  -In Commercial Acquiring, revenue will increase by c. 25% and the Group will benefit from PaySquare strong positions in merchant services in Benelux and in cross-border acquiring (The Netherlands, Belgium, Germany, Poland), resulting in more integrated and comprehensive omni-channel offers;
  
• Additional expertise from 1300 electronic payment experts from Equens joining the Worldline group;
• Increased R&D activities to accelerate innovation and better support customers' time to market and digital transformation;
• Even stronger reliability, robustness and security for processing services thanks to scalability and further industrialization of its platforms and solutions;
• New economies of scale and significant additional levers to generate synergies.

The transaction is expected to close during the second quarter of 2016, after the projected reorganization of the contributed businesses, and is subject to work councils' information and consultation processes in Worldline and Equens, as well as regulatory and antitrust authorities' approvals.

About Worldline 

Worldline [Euronext: WLN] is the European leader in the payments and transactional services industry. Worldline delivers new-generation services, enabling its customers to offer smooth and innovative solutions to the end consumer. Key actor for B2B2C industries, with over 40 years of experience, Worldline supports and contributes to the success of all businesses and administrative services in a perpetually evolving market. Worldline offers a unique and flexible business model built around a global and growing portfolio, thus enabling end-to-end support. Worldline activities are organized around three axes: Merchant Services & Terminals, Mobility & e-Transactional Services, Financial Processing & Software Licensing. Worldline employs more than 7,300 people worldwide and generated 1.15 billion euros revenues in 2014. Worldline has successfully completed the GRI Content Index Service for its Corporate Social Responsibility report in accordance with the GRI-G4 comprehensive option. Worldline is an Atos company. worldline.com

About Equens 

Equens SE is one of the largest payment providers in Europe, processing 9.7 billion payments and 5 billion POS and ATM transactions each year. Our core business consists of connecting payers and payees by offering services that enable them to make and receive payments in a seamless, secure and efficient manner. Building on more than 50 years of experience in the payments industry, we offer modular, customisable and future-proof solutions covering the entire payments value chain. Besides traditional payments, our platforms are also geared for e-payments, m-payments, e-mandates and e-identity transactions. With offices in five countries, we service a broad, international client base in numerous countries across Europe. The way we combine scale and European market coverage with local presence and expertise gives us a unique ability to improve our clients' competitive edge. For additional information on Equens, please visit http://www.equens.com.

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Forward looking statements 

This press release contains further forward-looking statements that involve risks and uncertainties, including references concerning the Group's expected growth and profitability in the future which may significantly impact expected performance than indicated. Significant risks and uncertainties are linked to factors out of the control of the Company and not precisely estimated, such as market conditions or competitors behaviors. Any statements made in this press release that are not statements of historical fact, including statements about Worldline' beliefs and expectations and statements about Worldline' proposed acquisition of Equens, are forward-looking statements and should be evaluated as such. Forward-looking statements include statements that may relate to Worldline' plans, objectives, strategies, goals, future events, future revenues or synergies, or performance, and other information that is not historical information. Actual events or results may differ from those described in this press release due to a number of risks and uncertainties that are described within the 2014 Registration Document filed with the Autorité des Marchés Financiers (AMF) on April 27, 2015 under the registration number R.15-021 and its update filed on August 6, 2015 under the registration number D. 15-0292-A01. Worldline does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.

Contact Worldline:

Investor Relations, David Pierre-Kahn, +33(0)6-28-51-45-96, [email protected]

Media, Press officer Germany, Annika Hartmann, Akima Media,  +49-89-17959-18-0, [email protected]

Press officer Netherlands, Jose De Vries, Worldline, +31-6-30-27-26-11, [email protected]

Contact Equens:

Press, Marcel Woutersen, +31(0)88-385-54-27, [email protected]

SOURCE Equens SE and Worldline