- Accelerates technology-enabled, software-driven strategy
through further penetration into integrated and
business-to-business (B2B) payments
- Enhances exposure to faster growth markets through entry into
new geographies and by adding further scale to existing
businesses
- Generates combined customer base of more than 4.5 million
merchant locations and over 1,500 financial institutions
globally
- Provides significant financial and operating scale with
combined adjusted net revenue of $9.8 billion1 and adjusted EBITDA
of $4.7 billion1
- Offers compelling value creation with significant expected
synergies and adjusted earnings per share accretion in the first
year post close
Global Payments Inc. (NYSE: GPN), a leading worldwide provider
of payment technology and software solutions, and EVO Payments,
Inc. (NASDAQ: EVOP), a leading global provider of payment
technology integrations and acquiring solutions, today announced
that Global Payments will acquire EVO in an all-cash transaction
for $34.00 per share.
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the full release here:
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The transaction will significantly increase Global Payments’
target addressable markets, further enhance its leadership in
integrated payments worldwide, expand its presence in new and
existing faster growth geographies, and augment its B2B software
and payment solutions with the addition of accounts receivable
software with broad third-party acceptance.
“The acquisition of EVO is highly complementary to our
technology-enabled strategy and provides meaningful opportunities
to increase scale in our business globally,” said Cameron Bready,
President and Chief Operating Officer, Global Payments. “Together
with EVO, we are positioned to deliver an unparalleled suite of
distinctive software and payment solutions to our combined 4.5
million merchant locations and more than 1,500 financial
institutions worldwide.”
The transaction will expand Global Payments’ geographic
footprint into attractive new geographies such as Poland, Germany,
Chile, and upon closing, Greece, as well as enhance its scale in
existing markets, including the United States, Canada, Mexico,
Spain, Ireland and the United Kingdom.
The acquisition will also add leading accounts receivable
automation software capabilities that complement Global Payments’
existing B2B and accounts payable offerings. Further, EVO will
bring an array of key technology partners and proprietary
integrations, including with the most widely used ERP software
providers.
“Joining EVO and Global Payments will unite highly complementary
portfolios of technology-enabled products and partnerships to
create an even stronger organization serving a broader customer
base,” added Jim Kelly, Chief Executive Officer, EVO. “Over the
last decade, the EVO team has worked diligently to advance our
innovative solutions, strengthen the service we provide to our bank
and technology-enabled partners, and grow our global footprint.
This transaction is an achievement for our company, and we believe
it delivers compelling value to our shareholders and accelerates
our growth opportunities.”
Transaction Details
The transaction has been unanimously approved by each company’s
Board of Directors. Pursuant to the terms of the merger agreement,
Global Payments will acquire the outstanding equity of EVO for
$34.00 per share in cash ($4.0 billion of enterprise value for
EVO). The purchase price represents a premium of approximately 24%
and 40% to EVO’s last closing price and to its 60-day average
price, respectively, as of July 29, 2022.
Global Payments expects to finance the acquisition with cash on
hand and a committed bank facility. Silver Lake will make a
strategic investment of $1.5 billion in Global Payments in the form
of a convertible note. In connection with the investment by Silver
Lake, and subject to market conditions and other factors, Global
Payments expects to enter into a call spread or other derivative
transaction designed to raise the effective conversion premium of
the convertible note.
The transaction, which is subject to EVO stockholder approval,
regulatory approvals and other customary closing conditions, is
expected to deliver $125 million of run-rate synergies and be
accretive in the first year after close. The transaction is
expected to close no later than the first quarter of 2023.
Certain investment funds affiliated with Madison Dearborn
Partners, LLC and other EVO stockholders have entered into voting
agreements pursuant to which they have agreed, among other things,
to vote their shares of EVO stock in favor of the transaction,
subject to certain conditions. These stockholders currently
represent approximately 22% of the voting power of EVO’s stock.
Advisors
BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as
financial advisors to Global Payments and have provided committed
financing. Goldman, Sachs & Co., Barclays, Evercore and
Greenhill & Co, Inc. have also provided financial advice to
Global Payments. Wachtell, Lipton, Rosen & Katz is serving as
legal advisor to Global Payments.
Citi is serving as financial advisor to EVO and King &
Spalding LLP is serving as EVO’s legal advisor.
Conference Call
Global Payments’ management will host a live audio webcast
today, August 1, 2022, at 8:00 a.m. EDT to discuss the company’s
second quarter financial results and business highlights, as well
as details about the acquisition. The audio webcast, along with
supplemental financial information, can be accessed via the
investor relations page of the company’s website at
investors.globalpaymentsinc.com. A replay of the audio webcast will
be archived on the company's website following the live event.
About Global Payments
Global Payments Inc. (NYSE: GPN) is a leading payments
technology company delivering innovative software and services to
our customers globally. Our technologies, services and team member
expertise allow us to provide a broad range of solutions that
enable our customers to operate their businesses more efficiently
across a variety of channels around the world.
Headquartered in Georgia with approximately 25,000 team members
worldwide, Global Payments is a Fortune 500® company and a member
of the S&P 500 with worldwide reach spanning over 170 countries
throughout North America, Europe, Asia Pacific and Latin America.
For more information, visit www.globalpayments.com and follow
Global Payments on Twitter (@globalpayinc), LinkedIn and
Facebook.
About EVO Payments
EVO Payments, Inc. (NASDAQ:EVOP) is a leading payment technology
and services provider. EVO offers an array of innovative, reliable,
and secure payment solutions to merchants ranging from small and
midsize enterprises to multinational companies and organizations
across the globe. As a fully integrated merchant acquirer and
payment processor in over 50 markets and 150 currencies worldwide,
EVO provides competitive solutions that promote business growth,
increase customer loyalty, and enhance data security in the markets
it serves.
Founded in 1989 by Ray Sidhom, Chairman, and Jeff Rosenblatt,
Executive Vice Chairman, in Melville, New York, EVO is today
headquartered in Atlanta, GA with over 2,400 employees serving more
than 550,000 merchants around the world.
Forward-Looking Statements
This communication contains “forward-looking statements” as that
term is defined under the Private Securities Litigation Reform Act
of 1995 and other securities laws, regarding Global Payments Inc.
(“Global Payments”) and EVO Payments, Inc. (“EVO Payments”),
including, but not limited to, statements about the strategic
rationale and benefits of the proposed transaction between Global
Payments and EVO Payments, including future financial and operating
results, Global Payments’ or EVO Payments’ plans, objectives,
expectations and intentions and the expected timing of completion
of the proposed transaction. You can generally identify
forward-looking statements by the use of forward-looking
terminology such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “explore,” “evaluate,” “forecast,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” “targeted,” “will,” or “would,” or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based on each of the companies’
current plans, objectives, estimates, expectations and intentions
and inherently involve significant risks and uncertainties, many of
which are beyond Global Payments’ or EVO Payments’ control.
Although we believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions, we
can give no assurance that our expectations will be attained, and
therefore actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with: Global Payments’ and EVO Payments’ ability to complete the
transaction on the proposed terms or on the anticipated timeline,
or at all, including risks and uncertainties related to securing
the necessary regulatory and EVO Payments stockholders approvals
and the satisfaction of other closing conditions to consummate the
proposed transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive merger agreement relating to the proposed transaction;
failure to realize the expected benefits of the proposed
transaction; significant transaction costs and/or unknown or
inestimable liabilities; the risk that EVO Payments’ business will
not be integrated successfully, including with respect to
implementing systems to prevent a material security breach of any
internal systems or to successfully manage credit and fraud risks
in business units, or that such integration may be more difficult,
time-consuming or costly than expected; Global Payments’ ability to
obtain the expected financing to consummate the proposed
transaction, and the continued availability of capital and
financing for Global Payments following the proposed transaction;
risks related to future opportunities and plans for the combined
company, including the uncertainty of expected future regulatory
filings, financial performance and results of the combined company
following completion of the proposed transaction; disruption from
the proposed transaction, making it more difficult to conduct
business as usual or maintain relationships with customers,
employees or suppliers, including as it relates to EVO Payments’
ability to successfully renew existing client contracts on
favorable terms or at all and obtain new clients; failing to comply
with the applicable requirements of Visa, Mastercard or other
payment networks or card schemes or changes in those requirements;
the ability of EVO Payments to retain and hire key personnel; the
diversion of management’s attention from ongoing business
operations; the business, economic and political conditions in the
markets in which EVO Payments operate; the impact of new or changes
in current laws, regulations, credit card association rules or
other industry standards, including privacy and cybersecurity laws
and regulations; effects relating to the announcement of the
proposed transaction or any further announcements or the
consummation of the transaction on the market price of Global
Payments and EVO Payments’ common stock; the risk of potential
stockholder litigation associated with the possible transaction,
including resulting expense or delay; regulatory initiatives and
changes in tax laws; the impact of the COVID-19 pandemic on the
operations and financial results of EVO Payments or the combined
company; general economic conditions; and other risks and
uncertainties affecting Global Payments and EVO Payments, including
those described from time to time under the caption “Risk Factors”
and elsewhere in Global Payments’ and EVO Payments’ Securities and
Exchange Commission (“SEC”) filings and reports, including Global
Payments’ Annual Report on Form 10-K for the year ended December
31, 2021, EVO Payments’ Annual Report on Form 10-K for the year
ended December 31, 2021 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022, and future filings and reports by
either company. Moreover, other risks and uncertainties of which
Global Payments or EVO Payments are not currently aware may also
affect each of the companies’ forward-looking statements and may
cause actual results and the timing of events to differ materially
from those anticipated. Global Payments and EVO Payments caution
investors that such forward-looking statements are not guarantees
of future performance and that undue reliance should not be placed
on such forward-looking statements. The forward-looking statements
made in this communication are made only as of the date hereof or
as of the dates indicated in the forward-looking statements and
reflect the views stated therein with respect to future events as
at such dates, even if they are subsequently made available by
Global Payments or EVO Payments on their respective websites or
otherwise. Neither Global Payments nor EVO Payments undertakes any
obligation to update or supplement any forward-looking statements
to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were made.
Additional Information and Where to Find It
This communication is being made in connection with the proposed
transaction between Global Payments and EVO Payments. In connection
with the proposed transaction, EVO Payments intends to file a proxy
statement with the SEC. EVO Payments may also file other relevant
documents with the SEC regarding the proposed transaction. The
information in the preliminary proxy statement will not be complete
and may be changed. The definitive proxy statement will be
delivered to stockholders of EVO Payments. This communication is
not a substitute for any proxy statement or any other document that
may be filed with the SEC in connection with the proposed
transaction.
INVESTORS AND SECURITY HOLDERS OF EVO PAYMENTS ARE URGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free
copies of the preliminary proxy statement and the definitive proxy
statement (in each case, if and when available) and other documents
containing important information about EVO Payments and the
proposed transaction once such documents are filed with the SEC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by EVO Payments will be
available free of charge on EVO Payments’ website at
www.evopayments.com under the heading “Investors” or,
alternatively, by directing a request by telephone or mail to EVO
Payments at (770) 336-8463 or Ten Glenlake Parkway, South Tower,
Suite 950, Atlanta, Georgia, 30328, Attention: Investor
Relations.
Participants in the Solicitation
EVO Payments, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies from EVO Payments stockholders in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of EVO Payments stockholders in connection with
the proposed transaction, including a description of their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement when it is filed with the SEC.
Information about these persons is included in EVO Payments’ annual
proxy statement and in other documents subsequently filed with the
SEC, and will be included in the proxy statement when filed.
1Combined 2023E based on Factset consensus estimates for GPN and
EVOP and excludes synergies; includes Netspend consumer assets.
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version on businesswire.com: https://www.businesswire.com/news/home/20220801005272/en/
Investor Contacts: Winnie Smith, Senior Vice President,
Investor Relations, Global Payments 770.829.8478
investor.relations@globalpay.com
Sarah Jane Schneider Investor Relations & Corporate
Communications Manager, EVO Payments 770.709.7365
investor.relations@evopayments.com
Media Contacts: Emily Edmonds, Vice President, Corporate
Communications, Global Payments 770.829.8755
media.relations@globalpay.com
Dan Scorpio or Kyla MacLennan Abernathy MacGregor for EVO
Payments 646.899.8118 / 646.939.3062 dps@abmac.com /
kam@abmac.com
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