12h August, 2019 Dealscope

Acquirer Target
Date of Announcement
18th March, 2019

Deal Consideration
$35 bn

Fidelity National Information Services Worldpay, Inc.

Founded in 1968 and headquartered in Jacksonville, Fidelity
National Information Services Inc. is an international provider
of financial services technology and outsourcing services in
over 130 countries. It provides payment processing and banking
software, services and outsourcing of the associated
technology.
Founded in 2009 and headquartered in Cincinnati, Worldpay
Inc. is a global provider of electronic payment processing
services to merchants and financial institutions. It processes
more than 20.1 billion payment transactions & approximately
$726 billion in volume annually. It is the largest U.S. merchant
acquirer ranked by general purpose transaction volume.

Market Capitalisation $35.0 bn Advisor(s) Market Capitalisation $33.7 bn Advisor(s)

Enterprise Value $43.5 bn Enterprise Value $37.7 bn

Centerview Partners Credit Suisse
Revenue $8.4 bn Goldman Sachs Revenue $3.9 bn Skadden, Arps, Slate,
EV/EBITDA 18.2x Willkie Farr EV/EBITDA 24.3x Meagher & Flom LLP

Deal Rationale

The company expects organic revenue growth of 6-9% through 2021, in conjunction with $700 million of total EBITDA
synergies from the combination of revenue and expense opportunities over the next three years.

• Enhanced Financial Profile: The combined entity will have pro forma 2018 annual revenue and adjusted EBITDA of approximately
$12.3 billion and $4.9 billion respectively. FIS anticipates retaining its investment grade credit ratings, reducing leverage to
approximately 2.7x in 12 to 18 months and continuing to grow is dividends supported by robust free cash flow. $500 million of revenue
savings, $400 million of cost synergies are expected along with delivering nearly $4.5 billion of free cash flow in three years.
• Wider Portfolio of Services: The companies have complimentary solutions and services encompassing financial institution issuer
services, network and merchant services including global leadership in e-commerce, as well as loyalty and fraud solutions. Clients will
benefit from combined omni-channel payment and multi-currency capabilities, robust risk and fraud solutions and advanced data
analytics.
• Combined Market Position: FIS is currently #1 Global FinTech provider, while Worldpay is #1 Global Merchant Acquirer. Together, the
combined entity will be Global Financial Technology Leader.
• Global Distribution Powerhouse: New opportunities created for the combined entity for cross selling to financial institutions and
merchants globally with a direct sales force of 3000+ sales associates and relationship managers, 1000+ technology partners and a
strong financial channel comprising of relationships with 14000+ financial institutions.
• Scalability: The two organizations will combine forces to offer a customer‐driven combination of scale, global presence and the
industry’s broadest range of global financial solutions. Worldpay is a major player in card payments, particularly in Britain, while FIS,
produces software for banks and asset managers as well as its financial services outsourcing business.
• Competitive Pressures: The deal was also important because of the recent wave of consolidation in the financial software and
payments technology sectors as firms bulk up to compete with newcomers. FIS was under pressure after Fiserv bought First Data in
January for $22 billion.

Deal Points

Worldpay shareholders will receive 0.9287 Fidelity National Information Services shares and $11 in cash for each share of
Worldpay, valuing the company at $112.12 per share (90-10 stock-cash split), a premium of about 14% to its 14th March close.
• Structure and Exchange Ratio: After the deal closes, Fidelity shareholders will own ~53% and Worldpay shareholders will own ~47% of
the combined company.
• Leverage: Stock and Cash combination values Worldpay at an enterprise value of ~43 billion, including assumption of Worldpay debt.
This includes $11 billion of planned debt raise to refinance Worldpay’s existing debt and fund cash consideration.
• Governance: There will be a 12-member board, 7 from the board of FIS and 5 from the board of Worldpay, including Lead Independent
Director. Gary Norcross (Chairman, FIS) will be Chairman, President and Chief Executive Officer of the combined entity. The combined
entity will continue under the name FIS.
• EPS: The deal will lead to modest EPS accretion by 2020.
• This deal comes a year after U.S. firm Vantiv paid $10.63 billion for Worldpay, which was set up in Britain and spun off from Royal Bank
of Scotland in 2010.