Key facts
- Creates two leading companies with greater strategic
flexibility and operational focus to capitalize on respective
growth and margin opportunities in rapidly evolving markets.
- FIS and Worldpay to maintain strategic go-to-market partnership
preserving a key value proposition for clients of both businesses
by entering into commercial agreements.
- FIS maintains a meaningful minority ownership position in
Worldpay.
FIS® (NYSE: FIS), a global leader in financial technology, today
announced the completion of the previously announced sale of a
majority stake in its Worldpay Merchant Solutions business to
private equity funds managed by GTCR in a transaction valuing the
business at an enterprise value of $18.5 billion, including $1
billion of consideration contingent on the returns realized by GTCR
exceeding certain thresholds.
The completion of the transaction reinforces FIS’ position as a
global enterprise software leader, supported by favorable industry
trends, a marquee set of global clients and best-in-class products
and solutions. As a more focused company with a stronger balance
sheet, FIS will have greater strategic and operational agility by
simplifying operations and driving faster innovation across its
portfolio of solutions.
“I am pleased to deliver on the commitment we made in July to
partially monetize our Merchant Solutions business at an attractive
valuation and provide certainty for all stakeholders,” said
Stephanie Ferris, Chief Executive Officer and President of FIS.
“With this strategic milestone, we are simplifying our business and
driving greater focus on delivering innovative, next-generation
financial technology and software solutions to our clients.”
Ferris continued, “I am also pleased that FIS will continue
strong, commercial agreements with Worldpay, creating a joint
strategic go-to-market partnership and preserving a key value
proposition for clients of both businesses. We will maintain a
meaningful minority stake in Worldpay and participate on the
Worldpay Board, allowing us to benefit from continued growth in its
business. I am very excited about the bright future for both our
companies and look forward to partnering with Charles Drucker and
his team to deliver an integrated value proposition that has
already benefitted so many of our clients.”
FIS and Worldpay have entered into commercial agreements that
will allow FIS to retain access to Worldpay’s marquee portfolio of
commercial clients to continue to offer its financial technology
solutions and Worldpay to retain access to FIS’ financial
institution clients as it continues to scale its bank channel.
Pursuant to the terms of the transaction, FIS received upfront
net cash proceeds of greater than $12 billion at closing. FIS
intends to use the proceeds to pay down debt and repurchase at
least $3 billion of shares over the course of 2024, while
maintaining an investment-grade credit rating. FIS will retain a
45% non-controlling equity stake in Worldpay as of the closing.
Changes to FIS Board of Directors
Following the transaction close, Worldpay will establish a Board
of Directors in-line with its change in ownership. Vijay D’Silva
and Louise Parent have agreed to serve as Directors of Worldpay.
Mr. D’Silva and Ms. Parent will continue their current terms of
service on the FIS Board through the Company’s 2024 Annual
Meeting.
Jeffrey A. Goldstein, Independent Chairman of the FIS Board,
said, “We are grateful to Vijay and Louise for their contributions
throughout their service on the FIS Board. Both were instrumental
in overseeing the strategic review that resulted in the separation
of the Worldpay business, served as key contributors to their
individual committees, and provided differentiated perspectives in
the boardroom informed by their unique backgrounds and skillsets.
Their participation on the Worldpay Board adds significant payments
expertise and will serve as an important bridge in our continued
commercial partnership.”
About FIS
FIS is a leading provider of technology solutions for financial
institutions and businesses of all sizes and across any industry
globally. We enable the movement of commerce by unlocking the
financial technology that powers the world’s economy. Our employees
are dedicated to advancing the way the world pays, banks and
invests through our trusted innovation, system performance and
flexible architecture. We help our clients use technology in
innovative ways to solve business-critical challenges and deliver
superior experiences for their customers. Headquartered in
Jacksonville, Florida, FIS is a member of the Fortune 500® and the
Standard & Poor’s 500® Index. To learn more, visit
www.FISglobal.com. Follow FIS on Facebook, LinkedIn and Twitter
(@FISglobal).
Forward-Looking and Cautionary Statements
This release contains “forward-looking statements” within the
meaning of the U.S. federal securities laws. Statements that are
not historical facts, as well as other statements about our
expectations, beliefs, intentions, or strategies regarding the
future, or other characterizations of future events or
circumstances, are forward-looking statements. Forward-looking
statements include statements about anticipated financial outcomes,
including any earnings guidance or projections, projected revenue
or expense synergies or dis-synergies, business and market
conditions, outlook, foreign currency exchange rates, deleveraging
plans, expected dividends and share repurchases of the Company, the
Company’s sales pipeline and anticipated profitability and growth,
plans, strategies and objectives for future operations, strategic
value creation, risk profile and investment strategies, any
statements regarding future economic conditions or performance and
any statements with respect to the sale of a majority stake in the
Merchant Solutions business or any agreements or arrangements
entered into in connection with such transaction, the expected
financial and operational results of the Company, and expectations
regarding the Company’s business or organization after the
separation of Worldpay. Forward-looking statements may be
identified by words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “will,” “should,” “could,” “would,” “project,”
“continue,” “likely,” and similar expressions, and include
statements reflecting future results or guidance, statements of
outlook and various accruals and estimates. These statements relate
to future events and our future results and involve a number of
risks and uncertainties. Forward-looking statements are based on
management’s beliefs as well as assumptions made by, and
information currently available to, management.
Actual results, performance or achievement could differ
materially from these forward-looking statements. The risks and
uncertainties to which forward-looking statements are subject
include the following, without limitation: changes in general
economic, business and political conditions, including those
resulting from COVID-19 or other pandemics, a recession,
intensified or expanded international hostilities, acts of
terrorism, increased rates of inflation or interest, changes in
either or both the United States and international lending, capital
and financial markets or currency fluctuations; the risk that
acquired businesses will not be integrated successfully or that the
integration will be more costly or more time-consuming and complex
than anticipated; the risk that cost savings and synergies
anticipated to be realized from acquisitions may not be fully
realized or may take longer to realize than expected or that costs
and dis-synergies may be greater than anticipated; the risks of
doing business internationally; the effect of legislative
initiatives or proposals, statutory changes, governmental or
applicable regulations and/or changes in industry requirements,
including privacy and cybersecurity laws and regulations; 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 our solutions; the amount, declaration and payment of
future dividends is at the discretion of our Board of Directors and
depends on, among other things, our investment opportunities,
results of operations, financial condition, cash requirements,
future prospects, and other factors that may be considered relevant
by our Board of Directors, including legal and contractual
restrictions; the amount and timing of any future share repurchases
is subject to, among other things, our share price, our other
investment opportunities and cash requirements, our results of
operations and financial condition, our future prospects and other
factors that may be considered relevant by our Board of Directors
and management; failures to adapt our solutions to changes in
technology or in the marketplace; internal or external security
breaches of our 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
our 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
risk that partners and third parties may fail to satisfy their
legal obligations and risks associated with managing pension cost,
cybersecurity issues, IT outages and data privacy; risks associated
with the expected benefits and costs of the separation of the
Worldpay business, including the risk that the expected benefits of
the transaction or any contingent purchase price will not be
realized within the expected timeframe, in full or at all; the risk
that the costs of restructuring transactions and other costs
incurred in connection with the separation of Worldpay will exceed
our estimates or otherwise adversely affect our business or
operations; the impact of the separation of Worldpay on our
businesses, including the impact on relationships with customers,
governmental authorities, suppliers, employees and other business
counterparties; the risk that the earnings from our minority stake
in the Worldpay business will be less than we anticipate; the
reaction of current and potential customers to communications from
us or regulators regarding information security, risk management,
internal audit or other matters; the risk that policies and
resulting actions of the current administration in the U.S. may
result in additional regulations and executive orders, as well as
additional regulatory and tax costs; 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 our solutions and our ability to attract new, or
retain existing, customers; an operational or natural disaster at
one of our major operations centers; failure to comply with
applicable requirements of payment networks or changes in those
requirements; fraud by bad actors; and other risks detailed in the
“Risk Factors” and other sections of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2022, in our quarterly
reports on Form 10-Q, in our current reports on Form 8-K and in our
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, we do not undertake (and
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 otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240201785803/en/
George Mihalos, 904.438.6438 Senior Vice President FIS Investor
Relations georgios.mihalos@fisglobal.com
Ellyn Raftery, 904.438.6083 Executive Vice President and Chief
Marketing and Communications Officer FIS Global Marketing and
Communications ellyn.raftery@fisglobal.com
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