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Completion of Acquisition of Skrill
Aug 10, 2015
LONDON (10 August, 2015) - Further to the announcements of 23 March 2015, 1 June 2015, 31 July 2015 and 3 August 2015, Optimal Payments Plc (LSE AIM: OPAY, the "Company") is pleased to announce the completion of the acquisition of Skrill.
The Skrill Group is one of Europe's leading digital payments businesses providing digital wallet solutions and online payment processing capabilities and is one of the largest pre-paid online voucher providers in Europe with its paysafecard brand. The Directors of the Company continue to believe that the Acquisition (for an enterprise value of approximately €1.1 billion) will be transformational and value enhancing for Optimal Payments and its shareholders.
In an increasingly consolidating sector, there is a compelling strategic and financial rationale for the Acquisition:
- Optimal Payments, together with Skrill, (the "Enlarged Group") will have significantly enhanced scale across the world, with market leadership in the fast growing and profitable stored value and payment processing sectors. The Enlarged Group will now be able to accept and process over 100 payment types in over 22 languages and in over 40 currencies.
- The Enlarged Group will have an increased customer and geographic diversification, and will be well positioned to capitalise on the expected growth in the North American regulated online gambling market.
- The Optimal Payments and Skrill businesses are highly complementary, with a clear strategic fit and the Enlarged Group is well positioned as a leading provider of straight-through processing payment gateway services.
- The Acquisition is expected to be accretive to adjusted earnings per share from the first full financial year following Completion. On-going cost saving synergies of approximately $40 million per annum are targeted to be achieved by the end of the financial year ending 31 December 2016. Additionally, Optimal Payments believes there will be further value upside potential from revenue cross-selling opportunities and platform consolidation.
- The Enlarged Group will continue to have strong leadership, augmented by senior executives from the Skrill Group.
In accordance with the terms of the Acquisition and as described in the prospectus published by the Company on 23 March 2015 (the "Prospectus"), the Company has issued 37,493,053 New Ordinary Shares to Sentinel Group Holdings S.A. (the "Skrill Consideration Shares"), amounting to approximately 7.9% of the Enlarged Share Capital following Completion, as part of the consideration for the Acquisition. The Skrill Consideration Shares will, on their admission, rank pari passu in all respects with the Ordinary Shares. Sentinel Group Holdings S.A., whose shareholders include CVC Capital Partners and Investcorp Technology Partners, has committed to maintain its shareholding in the Company for at least 180 days following admission of the Skrill Consideration Shares subject to the terms of a Lock-Up Agreement.
As previously announced, following Completion Admission the Company will be seeking the admission of its ordinary shares to listing on the premium segment of the Official List of the UK Listing Authority and admission to trading on the London Stock Exchange's Main Market for listed securities. It is expected that the Company's ordinary shares would then be eligible for inclusion in the FTSE 250 Index of the London Stock Exchange.
Dennis Jones, Chairman of Optimal Payments, said:
"The Board is confident that the transaction will deliver the earnings accretive benefits for shareholders from next year and that the intended move into the FTSE 250 will deliver enhanced liquidity. I would like to take this opportunity to congratulate the Optimal Payments leadership team and their staff for their commitment and dedication to turning the acquisition of Skrill from an aspiration into a reality."
Joel Leonoff, President and Chief Executive Officer of Optimal Payments, said:
"Today is a very important milestone for Optimal Payments. I am delighted we have successfully completed the acquisition of Skrill. This is a transformational deal which more than doubles the size of our business. Together, we are a stronger, more diversified business which is better able to compete on a global basis.
"Over the course of the last four months, we have been further refining our integration plans for the two businesses. These plans are now more advanced and we are ready to commence executing the integration at a fast pace. Our confidence in extracting the resulting cost and revenue synergies remains very high. Further details of the progress of the integration will be provided in our future quarterly trading statements. I believe our business will continue to go from strength to strength."
Capitalised terms used in this announcement shall have the meanings as set out in the prospectus published by the Company on 23 March 2015.
As the Acquisition is classified as a reverse takeover under the AIM Rule 14, upon Completion the listing on AIM of all of the Pre-Completion Existing Ordinary Shares will be cancelled, and applications have been made for the immediate re-admission of those Pre-Completion Existing Ordinary Shares and the admission of the Skrill Consideration Shares to trading on AIM. It is expected that Completion Admission will become effective and dealings in the Pre-Completion Existing Ordinary Shares and the Skrill Consideration Shares will commence at 8.00 a.m. on 11 August 2015.
Following Completion Admission, the ordinary share capital of the Company, as enlarged by the Skrill Consideration Shares, will be474,731,482 Ordinary Shares of £0.0001 pence each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
For further information contact:
Optimal Payments Plc
Jessica Stalley, Head of Investor Relations
+44 (0) 20 7182 1707 / email@example.com
Lazard (Financial Adviser)
Cyrus Kapadia / Olivier Christnacht
+44 (0) 20 7187 2000
Canaccord Genuity (Nominated Adviser and Broker)
Simon Bridges / Mark Whitmore
+44 (0) 20 7523 8000
Tavistock (Financial PR)
Simon Hudson / Andrew Dunn / Simon Fluendy
+44 (0) 20 7920 3150 / firstname.lastname@example.org
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") is acting for the Company only and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any matters referred to in this announcement. Lazard and each of its affiliates do not owe or accept 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 one of its clients in connection with this announcement, any statement contained herein or otherwise.
Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as the Company's nominated adviser and broker. Canaccord will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone for providing the protections afforded to its clients or for providing advice in relation to the cancellation of trading on AIM or any matters referred to in this announcement. Neither Canaccord nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) in connection with this announcement, any statement contained herein or otherwise.