March 18, 2019

Willkie represents FIS in its agreement to merge with Worldpay, Inc.

On March 18, Willkie client FIS (NYSE: FIS), a global leader in financial services technology, and Worldpay, Inc. (NYSE: WP; LSE: WPY), a global leader in eCommerce and payments, announced 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 worldwide.

At the closing, 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 $42 billion, including the assumption of Worldpay debt, which FIS expects to refinance.

The combined company will retain the name FIS and will be headquartered in Jacksonville, Florida. The deal is expected to close in the second half of 2019.

FIS is a global leader in financial services technology, with a focus on retail and institutional banking, payments, asset and wealth management, risk and compliance, and outsourcing solutions. Through the depth and breadth of its solutions portfolio, global capabilities and domain expertise, FIS serves more than 20,000 clients in over 130 countries.

Worldpay is a leading payments technology company with unique capability to power global omni-commerce. Worldpay processes over 40 billion transactions annually, supporting more than 300 payment types across 146 countries and 126 currencies.

Willkie’s representation of FIS in this transaction was led by partners Robert Rachofsky and Adam Turteltaub, with assistance from partners Viktor Okasmaa, William Rooney, Christopher Peters and Mark Holdsworth, UK partner Henrietta de Salis and associates Christopher Gandia and Morgan McDevitt.