CINCINNATI, Jan. 8, 2018 /PRNewswire/ -- Vantiv,
Inc. (NYSE: VNTV) announced today that Vantiv's stockholders
at its special meeting have voted to approve all stockholder
proposals necessary for Vantiv to acquire Worldpay Group plc (LSE:
WPG) to create Worldpay, Inc.
"We are pleased that Vantiv stockholders have approved this
transaction," said Charles Drucker,
president and CEO of Vantiv and incoming executive chairman and
co-CEO of Worldpay, Inc. "The strong support of our stockholders
demonstrates their confidence in the compelling strategic and
operational fit of Vantiv and Worldpay and our vision for the
future. Together, Vantiv and Worldpay are creating a global
payments company, uniquely equipped to compete across geographies
and verticals."
Approximately 99.9 percent of votes cast at Vantiv's
Special Meeting were in favor of the transaction. Vantiv will file
the final results of the votes later today with the Securities and
Exchange Commission on Form 8-K.
As previously disclosed, Vantiv expects the transaction to close
on January 16, 2018 following U.K.
court approval.
Upon closing, the company's class A common stock will begin
trading on the New York Stock Exchange under the symbol "WP" and on
the London Stock Exchange via a standard listing under the symbol
"WPY".
About Vantiv
Vantiv (NYSE: VNTV) is the largest
merchant and PIN debit acquirer in the US, based on number of
transactions, processing 25 billion transactions and nearly $1
trillion in sales volume annually. A leading integrated
payment processor, Vantiv offers a comprehensive suite of
traditional and innovative payment processing and technology
solutions to merchants and financial institutions of all sizes,
enabling them to address their payment processing needs through a
single provider.
Founded in 1971, Vantiv is using its scale, range of products
and services, and technology to expand further into high-growth
channels and verticals, including integrated payments, eCommerce,
B2B payments, and merchant banking.
Contacts
Andrew
Ciafardini
Corporate Communications
513.900.5308
Andrew.Ciafardini@vantiv.com
Nathan Rozof
Investor Relations
866.254.4811 or 513.900.4811
IR@vantiv.com
Important notices relating to financial
advisers
Morgan Stanley & Co. LLC, acting through its
affiliate, Morgan Stanley & Co. International plc ("Morgan
Stanley") which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK is acting as financial
adviser exclusively for Vantiv and no one else in connection with
the matters set out in this announcement. In connection with
such matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in connection with the contents of this
announcement or any other matter referred to herein.
Credit Suisse Securities (USA)
LLC, acting through its affiliate, Credit Suisse International
("Credit Suisse"), which is authorised by the PRA and regulated by
the FCA and the PRA in the United
Kingdom, is acting as financial adviser exclusively for
Vantiv and Bidco and no one else in connection with the Transaction
and/or other matters set out in this announcement and will not be
responsible to any person other than Vantiv and Bidco for providing
the protections afforded to clients of Credit Suisse, nor for
providing advice in relation to the content of this announcement,
the Transaction or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with the Transaction, this announcement, any statement
contained herein or otherwise.
Notice to U.S. investors
The Transaction relates to
the shares of an English company and is being made by means of a
scheme of arrangement provided for under Part 26 of the Companies
Act. The Transaction, implemented by way of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation
rules under the U.S. Exchange Act, as amended. Accordingly, the
Transaction is subject to the disclosure requirements and practices
applicable to a scheme of arrangement involving a target company in
England listed on the London Stock
Exchange, which differ from the disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future,
Vantiv exercises its right to implement the Transaction by way of a
Takeover Offer and determines to extend the Takeover Offer into the
U.S., the Transaction will be made in compliance with applicable
U.S. laws and regulations.
The New Vantiv Shares to be issued pursuant to the Transaction
have not been registered under the U.S. Securities Act, and may not
be offered or sold in the U.S. absent registration or an applicable
exemption from the registration requirements of the U.S. Securities
Act. The New Vantiv Shares to be issued pursuant to the Transaction
will be issued pursuant to the exemption from registration provided
by Section 3(a)(10) under the U.S. Securities Act. If, in the
future, Vantiv exercises its right to implement the Transaction by
way of a Takeover Offer or otherwise in a manner that is not exempt
from the registration requirements of the U.S. Securities Act, it
will file a registration statement with the SEC that will contain a
prospectus with respect to the issuance of New Vantiv Shares. In
this event, Worldpay Shareholders are urged to read these documents
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information, and such documents will be available
free of charge at the SEC's website at www.sec.gov or by directing
a request to Vantiv's contact for enquiries identified above.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved of the New Vantiv Shares to be issued in
connection with the Transaction, or determined if this announcement
is accurate or complete. Any representation to the contrary is a
criminal offence in the U.S.
Worldpay is incorporated under the laws of England and Wales. In addition, some of its officers and
directors reside outside the U.S., and some or all of its assets
are or may be located in jurisdictions outside the U.S. Therefore,
investors may have difficulty effecting service of process within
the U.S. upon those persons or recovering against Worldpay or its
officers or directors on judgments of U.S. courts, including
judgments based upon the civil liability provisions of the U.S.
federal securities laws. It may not be possible to sue Worldpay or
its officers or directors in a non-US court for violations of the
U.S. securities laws.
Forward Looking Statements
This announcement contains
certain forward-looking statements with respect to Vantiv, Bidco
and Worldpay. These forward-looking statements can be identified by
the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "aim", "will", "may", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses
and future prospects, (ii) business and management strategies and
the expansion and growth of the operations of the Vantiv Group or
the Worldpay Group, and (iii) the effects of government regulation
on the business of the Vantiv Group or the Worldpay Group. There
are many factors which could cause actual results to differ
materially from those expressed or implied in forward looking
statements. Among such factors are changes in the global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks, uncertainties because they relate to
events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking
statements in this announcement may cause the actual results,
performance or achievements of any such person, or industry results
and developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Vantiv, Bidco or
Worldpay or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. None
of Vantiv, Bidco or Worldpay undertakes any obligation to update
publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent legally required.
No profit forecast or estimates
No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per ordinary share, for Vantiv or
Worldpay, respectively for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per ordinary share for Vantiv or Worldpay,
respectively.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the U.K City Code on Takeovers and
Mergers (the "Code"), any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m.
(London time) on the 10th Business
Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Worldpay securities
on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to
the extent that such information is made public in the United Kingdom.
Publication on website
A copy of this announcement and
the documents required to be published pursuant to Rule 26.1 and
Rule 26.2 of the Code will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) on Vantiv's website at www.vantiv.com by no later
than 5:00 pm eastern time on
January 9, 2018.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
Requesting hard copy documents
In accordance with Rule
30.3 of the Code, a person so entitled may request a copy of
this announcement (and any information incorporated into it by
reference to another source) in hard copy form free of charge. A
person may also request that all future documents, announcements
and information sent to that person in relation to the Transaction
should be in hard copy form. For persons who have received a copy
of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested from Vantiv by contacting Danielle Pointing at
Morgan Stanley on +44 20 7425 9523.
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SOURCE Vantiv, Inc.