JPMorgan Says Does Not Intend To Make Offer For Worldpay

(RTTNews) - JPMorgan Chase & Co (JPM) said that it does not intend to make an offer for Worldpay Group plc (WPG.L). J.P. Morgan continues to hold Worldpay in high regard.

Earlier today, The boards of Worldpay Group plc and Vantiv Inc. (VNTV) announced they have reached an agreement in principle on the key terms of a potential merger. The ordinary shareholders of Worldpay would receive, for each ordinary share in Worldpay: 0.55 pounds in cash; and 0.0672 new Vantiv shares. Worldpay shareholders would also be entitled to a cash dividend of 5 pence per Worldpay share. The total value to Worldpay shareholders would be 3.85 pounds per Worldpay share. Worldpay and Vantiv will proceed with a mutual due diligence process.

Following completion of the potential merger, Worldpay shareholders would own approximately 41% of the share capital of the combined Group on a fully diluted basis.

The combined Group will be led by Charles Drucker as Executive Chairman and Co-CEO and Philip Jansen as Co-CEO, with Stephanie Ferris as CFO.

The Board of the Combined Group will consist of 4 Worldpay Directors and 7 Vantiv Directors, with both Sir Michael Rake and Jeffrey Stiefler continuing to serve on the Board in non-executive positions.

Worldpay said the Group's current trading and outlook for the half year is in line with its management expectations.

Following completion of the Potential Merger, Worldpay Shares will be delisted from the London Stock Exchange. Common stock in Vantiv, which will be the ultimate holding company of the Combined Group, will continue to be listed on The New York Stock Exchange.

As per the U.K. rule, Vantiv is required to clarify its intentions by no later than 5.00pm on 1 August 2017, by either announcing a firm intention to make an offer or that it does not intend to make an offer.

On July 4th, Worldpay Group confirmed that it received preliminary approaches from Vantiv and JPMorgan Chase Bank in relation to the potential acquisition of the entire issued, and to be issued, share capital of Worldpay.