Vantiv And Worldpay To Merge

(RTTNews) - Vantiv Inc. (VNTV) and Worldpay Group plc (WPG.L) announced that they have reached agreement on the terms of a recommended merger of Worldpay with Vantiv and Vantiv UK Limited. The transaction will create a company with an enterprise value of 22.2 billion pounds or US$28.8 billion.

As per the terms of the merger, Worldpay shareholders will be entitled to receive £0.55 cash for each Worldpay share held and 0.0672 of a New Vantiv share. Worldpay shareholders will also be entitled to elect to vary these proportions under a mix and match facility. Vantiv and Worldpay shareholders are expected to own approximately 57% and 43%, respectively, of the combined company's shares upon closing.

In addition, Worldpay shareholders will be entitled to receive an interim dividend of 0.8 pence per Worldpay share, and a special dividend of 4.2 pence per Worldpay share, which is conditional on completion of the merger.

The deals contemplates a premium of about 34% to Worldpay's six-month volume weighted average price, and ascribes Worldpay an enterprise value of approximately £9.3 billion or US$12.0 billion.

Vantiv expects the deal will be accretive to pro forma adjusted net income per share in 2019 and thereafter.

Vantiv anticipates annual recurring pre-tax cost synergies of approximately $200 million to be fully realized by the end of the third year following completion of the merger.

Following completion of the merger, Cincinnati, Ohio, will become the combined company's global and corporate headquarters and London, UK, will become its international headquarters. The combined company will be named "Worldpay".

The combined company will be led by Charles Drucker as Executive Chairman and Co-CEO. Reporting to Mr. Drucker will be Philip Jansen as Co-CEO, and Stephanie Ferris as CFO. Additional members of the combined company's executive team reporting to Mr. Drucker and Mr. Jansen will be announced at a later date.

The board of the combined company will consist of five Worldpay directors and eight Vantiv directors. Sir Michael Rake will serve as lead director and Jeffrey Stiefler will continue to serve on the board of the combined company in a non-executive capacity.

The merger is expected to close in early 2018, subject to customary closing conditions as well as regulatory approval and approval by shareholders of both Vantiv and Worldpay.

New Vantiv shares will be authorized for primary listing on the New York Stock Exchange subject to official notice of issuance. In addition, Vantiv will seek a secondary standard listing on the Main Market of the London Stock Exchange in relation to the New Vantiv shares following completion of the merger.