Market Overview

FIS and Worldpay to Combine to Accelerate the Future of Finance and Commerce Globally

  • The combined company will have approximately $12.3 billion pro forma
    2018 annual revenue
  • Accelerates FIS' organic revenue growth outlook to 6 percent to 9
    percent through 2021
  • Anticipates $500 million of revenue synergies, $400 million of
    run-rate expense synergies and nearly $4.5 billion of free cash flow
    in three years; driving significant value for our shareholders
  • Best-in-class capabilities serving high-growth eCommerce industry
  • Combines a global leader in modern financial institutions solutions
    with a global leader in eCommerce and payments innovation
  • Gary Norcross to remain chairman of the board of directors, president
    and CEO; Charles Drucker to become executive vice chairman of the
    board of directors
  • Companies to host joint announcement call March 18, 2019 at 8:30 a.m.

a global leader in financial services technology, and Worldpay, Inc.
(NYSE:WP, LSE:WPY)), a global leader in eCommerce and payments, announce
that they have entered into a definitive merger agreement. This
combination greatly expands FIS' capabilities by enhancing its acquiring
and payment offerings and significantly increases Worldpay's
distribution footprint, accelerating its entry into new geographies.
Upon closing, the combined company will be positioned to offer
best-in-class enterprise banking, payments, capital markets, and global
eCommerce capabilities empowering financial institutions and businesses

At the closing, under the terms of the agreement, Worldpay shareholders
will be entitled to receive 0.9287 FIS shares and $11.00 in cash for
each share of Worldpay. Upon closing, FIS shareholders will own
approximately 53 percent and Worldpay shareholders will own
approximately 47 percent of the combined company. The combination of
stock and cash values Worldpay at an enterprise value of approximately
$43 billion, including the assumption of Worldpay debt, which FIS
expects to refinance.

FIS and Worldpay have complementary solutions and services encompassing
financial institution issuer services, network and merchant services
including global leadership in eCommerce, as well as loyalty and fraud
solutions benefiting consumers and businesses. Clients will benefit from
the combined omni-channel payment and multi-currency capabilities,
robust risk and fraud solutions and advanced data analytics.

Organizations of all types and sizes are looking for new ways to create
more meaningful and frictionless experiences and grow their share of
wallet through digital channels. The combination of FIS and Worldpay,
two companies that are leading their respective markets in modernization
investments, provides clients of both organizations access to a wider
portfolio of digital assets to accelerate their revenue growth,
streamline their operations and create a better engagement with their

"Scale matters in our rapidly changing industry," stated Gary Norcross,
chairman, president and chief executive officer, FIS. "Upon closing
later this year, our two powerhouse organizations will combine forces to
offer a customer-driven combination of scale, global presence and the
industry's broadest range of global financial solutions. As a combined
organization, we will bring the most modern solutions targeted at the
highest growth markets. The long-term value we will create for clients
and for shareholders will set the bar in our industry and will create a
range of new career opportunities for our employees. I have never been
more excited about the future of FIS."

As an industry leading global merchant acquirer, Worldpay is one of the
world's top payment technology companies powering global omni-commerce
and providing solutions for merchants, businesses and financial
institutions on a global basis. It processes over 40 billion
transactions annually, supporting more than 300 payment types across
more than 120 currencies.

"At Worldpay, our focus has always been on delivering more value to our
clients and partners and making decisions that achieve our growth and
performance objectives. Combining with FIS helps us accelerate the
achievement of that, now benefitting from new scale and capabilities
that will truly differentiate the company globally," said Charles
Drucker, executive chairman and chief executive officer, Worldpay. "We
are proud to become part of one of the financial services industry's
most respected and consistently performing companies, and I am excited
about the new opportunities this brings both for the business and our
colleagues worldwide."

Strategic and Financial Rationale

  • Global Growth Leader at Scale
    The combination of industry
    leading technology platforms and global distribution channels serving
    high-growth secular markets will immediately accelerate the revenue
    growth profile of FIS and offer a best-in-class solution suite to our
    clients. Additionally, the combination will create meaningful revenue
    growth opportunities across the merchant and banking ecosystems.
  • Significant Value Creation
    Organic revenue growth outlook
    of 6 percent to 9 percent 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 company 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 of Baa2 / BBB, reducing
    leverage to approximately 2.7x in 12 to 18 months and continuing to
    grow its dividend supported by robust free cash flow.
  • Experienced Management Team
    Both management teams have a
    proven track record of innovation leadership, superior integration,
    and exceeding synergy plan targets to drive transformational value to
    clients and shareholders. This combination leverages expertise within
    the banking and payment industry.

Governance and Timing

Upon closing, the combined company's Board of Directors will consist of
12 members, seven of which will come from FIS' Board of Directors and
five of which will come from Worldpay's Board of Directors. Gary
Norcross will remain as FIS Chairman of the Board, President and Chief
Executive Officer. Charles Drucker, Worldpay's current Executive
Chairman and CEO, will serve as the Executive Vice Chairman of the Board.

The combined company will retain the name FIS and will be headquartered
in Jacksonville, Fla.

The transaction is subject to receipt of required regulatory and
shareholder approvals and other customary closing conditions and is
expected to close in the second half of 2019.

Centerview Partners LLC and Goldman Sachs & Co. LLC acted as financial
advisors to FIS. Willkie Farr & Gallagher LLP served as FIS' legal
advisor in the transaction. Credit Suisse acted as financial advisor to
Worldpay. Skadden, Arps, Slate, Meagher & Flom LLP served as Worldpay's
legal advisor in the transaction.


FIS will sponsor a live webcast about this announcement with the
investment community beginning at 8:30 a.m. (EDT) Monday, March 18,
2019. To access the webcast, go to the Investor Relations section of
FIS' homepage,
A replay will be available after the conclusion of the live webcast.


FIS is a global leader in financial services technology, providing
solutions and services to clients in the retail and institutional
banking, payments, capital markets, asset management and wealth and
retirement markets. Through the depth and breadth of our solutions
portfolio, global capabilities and domain expertise, FIS serves clients
in over 130 countries. Headquartered in Jacksonville, Florida, FIS
employs more than 47,000 people worldwide and holds leadership positions
in payment processing, financial software and banking solutions.
Providing software, services and outsourcing of the technology that
empowers the financial world, FIS is a Fortune 500 company and is a
member of the Standard & Poor's 500® Index. For more
information about FIS, visit

Follow FIS on Facebook (,
LinkedIn (
and Twitter (@FISGlobal).


Worldpay is a leading payments technology company with unique capability
to power global omni-commerce. With an integrated technology platform,
Worldpay offers a comprehensive suite of products and services,
delivered globally through a single provider. Worldpay processes over 40
billion transactions annually, supporting more than 300 payment types
across 146 countries and 126 currencies. Worldpay is focused on
expanding into high-growth markets and customer segments, including
global eCommerce, integrated payments and B2B. Visit us at

Statement Regarding Forward-Looking Information

The statements contained in this communication that are not purely
historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, or "Securities Act" and
Section 21E of the Securities Exchange Act of 1934, as amended, or
"Exchange Act," including statements regarding our expectations, hopes,
intentions, or strategies regarding the future. These statements relate
to, among other things, business and market conditions, outlook and our
future financial and operating results and debt. In many cases, you can
identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential," or "continue," or the negative of these terms,
and other comparable terminology. Actual results could differ materially
from those anticipated in these statements as a result of a number of
factors, including, but not limited to:

  • the risk that the transaction described herein will not be completed
    or will not provide the expected benefits, or that we will not be able
    to achieve the cost or revenue synergies anticipated;
  • the risk that the integration of FIS and Worldpay will be more
    difficult, time-consuming or expensive than anticipated;
  • the risk of customer loss or other business disruption in connection
    with the transaction, or of the loss of key employees;
  • the possible occurrence of an event, change or other circumstance that
    would give rise to the termination of the merger agreement;
  • the fact that unforeseen liabilities of FIS or Worldpay may exist;
  • the risk of doing business internationally;
  • changes in general economic, business and political conditions,
    including the possibility of intensified international hostilities,
    acts of terrorism, changes in either or both the United States and
    international lending, capital and financial markets and currency
  • the effect of legislative initiatives or proposals, statutory changes,
    governmental or other applicable regulations and/or changes in
    industry requirements, including privacy and cybersecurity laws and
  • the risks of reduction in revenue from the elimination of existing and
    potential customers due to consolidation in, or new laws or
    regulations affecting, the banking, retail and financial services
    industries or due to financial failures or other setbacks suffered by
    firms in those industries;
  • changes in the growth rates of the markets for the solutions of FIS
    and Worldpay;
  • failures to adapt such solutions to changes in technology or in the
  • internal or external security breaches of systems, including those
    relating to unauthorized access, theft, corruption or loss of personal
    information and computer viruses and other malware affecting our
    software or platforms, and the reactions of customers, card
    associations, government regulators and others to any such events;
  • the risk that implementation of software (including software updates)
    for customers or at customer locations or employee error in monitoring
    software and platforms may result in the corruption or loss of data or
    customer information, interruption of business operations, outages,
    exposure to liability claims or loss of customers;
  • the reaction of current and potential customers to communications from
    us or regulators regarding information security, risk management,
    internal audit or other matters;
  • competitive pressures on pricing related to the decreasing number of
    community banks in the U.S., the development of new disruptive
    technologies competing with one or more of our solutions, increasing
    presence of international competitors in the U.S. market and the entry
    into the market by global banks and global companies with respect to
    certain competitive solutions, each of which may have the impact of
    unbundling individual solutions from a comprehensive suite of
    solutions we provide to many of our customers;
  • the failure to innovate in order to keep up with new emerging
    technologies, which could impact the merged companies' solutions and
    ability to attract new, or retain existing, customers;
  • the failure to meet financial goals to grow business in Brazil after
    the unwinding of FIS' Brazilian Venture;
  • the risks of reduction in revenue from the loss of existing and/or
    potential customers in Brazil after the unwinding of FIS' Brazilian
  • an operational or natural disaster at one of our major operations
    centers; and
  • other risks detailed elsewhere in the two companies' annual reports on
    Form 10-K for the year ended December 31, 2018 and in our and their
    other filings with the Securities and Exchange Commission.

Other unknown or unpredictable factors also could have a material
adverse effect on our business, financial condition, results of
operations and prospects. Accordingly, readers should not place undue
reliance on these forward-looking statements. These forward-looking
statements are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Except as required by
applicable law or regulation, neither FIS nor Worldpay undertakes (and
each of FIS and Worldpay expressly disclaim) any obligation and do not
intend to publicly update or review any of these forward-looking
statements, whether as a result of new information, future events or

Additional Information and Where to Find It

This communication is being made in respect of the proposed merger
transaction between FIS and Worldpay. In connection with the proposed
merger, FIS will file with the SEC a registration statement on Form S-4
that will include the joint proxy statement of FIS and Worldpay and a
prospectus of FIS, as well as other relevant documents regarding the
proposed transaction. A definitive joint proxy statement/prospectus will
also be sent to FIS shareholders and Worldpay stockholders. INVESTORS

A free copy of the joint proxy statement/prospectus, as well as other
filings containing information about FIS and Worldpay, may be obtained
at the SEC's website (
You will also be able to obtain these documents, free of charge, from
FIS at
or by emailing
or from Worldpay by accessing Worldpay's website at
or by emailing

Participants in the Solicitation

FIS and Worldpay and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from FIS shareholders and Worldpay stockholders in respect of the
transaction described in the joint proxy statement/prospectus.
Information regarding FIS' directors and executive officers is contained
in FIS' Proxy Statement on Schedule 14A, dated April 20, 2018, which is
filed with the SEC. Information regarding Worldpay's directors and
executive officers is contained in Worldpay's Proxy Statement on
Schedule 14A, dated April 4, 2018, which is filed with the SEC.
Additional information regarding the interests of those participants and
other persons who may be deemed participants in the transaction may be
obtained by reading the joint proxy statement/prospectus regarding the
proposed merger when it becomes available. Free copies of this document
may be obtained as described in the preceding paragraph.

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.

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