Global Payments Enters Definitive Agreement to Acquire EVO Payments

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.

Together with Global Payments, EVO will continue to provide high-quality technology solutions and payment services. Access to Global Payments' acquiring and software products, issuing business and technology will better position the company to offer even stronger solutions to customers, partners and their clients. EVO believes the combined company's products will be even more powerful, particularly its gateways and proprietary integrations, as well as its innovation in ISV, B2B and e-commerce. EVO is very confident that Global Payments is the right partner to strengthen its combined position in the dynamic and rapidly evolving payments industry.

“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 especially Germany but also Poland, 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.

About EVO Payments International:

EVO Payments International is a full-service payment specialist for Germany and Europe. Founded in 1989, EVO is headquartered in Atlanta, U.S.A., and is a Principal Member of Visa and Mastercard. Its international presence spans North and Latin America as well as Europe. Cologne-based, EVO Payments International GmbH is the European subsidiary of EVO Payments, Inc.

Its range of services covers all aspects of cashless payment transactions in stationary retail and eCommerce – from acquiring (card acceptance), network operation and POS terminals to payment service providing and card acceptance at ATMs (Automated Teller Machines).

www.evopayments.eu

About EVO Payments, Inc.:

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 mid-size 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 international markets it serves.

www.evopayments.com 

About Global Payments Inc.:

Global Payments Inc. (NYSE: GPN) is a leading payments technology company delivering innovative software and services to our customers globally. The technologies, services and team member expertise allows to provide a broad range of solutions that enable 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.

www.globalpayments.com

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