Συμφωνία για εξαγορά του ομίλου Skrill από τον όμιλο της Neteller..

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Optimal Payments To Buy Skrill Group For Enterprise Value Of $1.2 Bln


3/23/2015 3:27 AM ET

Optimal Payments Plc (OPAY.L), a global provider of online and mobile payment processing services, said it reached an agreement to acquire Sentinel Topco Limited and its subsidiaries or Skrill Group from Sentinel Group Holdings S.A., ultimately owned by funds managed and advised by subsidiaries of CVC Capital Partners SICAV-FIS S.A., Investcorp Technology Partners, and other shareholders, for an enterprise value of approximately 1.1 billion euros or $1.2 billion.
A subsidiary of Optimal Payments, Netinvest Limited, will acquire the entire issued share capital of Skrill in exchange for 720 million euros or $781 million cash and 37.49 million New Ordinary Shares, payable at Completion. Following Completion, Sentinel Group Holdings S.A. or its shareholders will own approximately 7.9% of the Enlarged Share Capital of the Enlarged Group.
The value of the equity consideration for Skrill is 135 million euros or $146 million, based on the theoretical ex-rights price of the Rights Issue, which together with the cash consideration and the net debt of Skrill as at 31 December 2014 of 256 million euros or $277 million gives an enterprise valuation of Skrill of approximately 1.1 billion euros or $1.2 billion.
The Skrill Group is one of Europe's leading digital payments businesses providing digital wallet solutions and online payment processing capabilities.
The acquisition is expected to be earnings per share accretive from the first full fiscal year following Completion.
The Completion of the Acquisition is expected in the third quarter of 2015.
On-going cost saving synergies of $40 million per annum are targeted to be achieved by the end of the fiscal year ending 31 December 2016. The synergy estimate has been reviewed and endorsed by one of the "Big Four" accounting firms. One-off costs to achieve the cost savings are expected to be approximately $26 million by the end of the fiscal year ending 31 December 2016.

In addition, Optimal Payments said it is proposing to raise approximately 451 million poundsthrough a Rights Issue of 5 New Ordinary Shares at 166 pence per share for every 3 Existing Ordinary Shares. The Rights Issue has been fully underwritten by Canaccord Genuity, Deutsche Bank and BMO Capital Markets.
The Offer Price for the Rights Issue represents a 60 per cent discount to the Closing Price of 419 pence per Existing Ordinary Share on 20 March 2015.
The Acquisition and the Rights Issue are conditional upon the approval of Shareholders at the General Meeting. The General Meeting is expected to be held on 16 April 2015.
It is expected that application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Rights Issue Admission will become effective and that dealings in the New Ordinary Shares, nil paid, will commence on AIM at 8.00 a.m. on 17 April 2015.

by RTT Staff Writer

http://www.rttnews.com/2473380/opti...ll-group-for-enterprise-value-of-1-2-bln.aspx

 

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Απάντηση: Συμφωνία για εξαγορά του ομίλου Skrill από τον όμιλο της Neteller..

update:
http://www.reuters.com/article/2015/03/23/sentineltopco-ma-optimal-payments-idUSL3N0WP3VI20150323

To buy Skrill Group for enterprise value of 1.1 bln euros
* Deal to boost online payment, digital wallet services
* To launch 451 mln stg rights issue to part-fund deal
* To seek to move to the LSE's FTSE-250 Midcap Index (Adds CEO comments, analyst comment, details)
By Esha Vaish
March 23 (Reuters) - London-listed Optimal Payments Plc is to buy the maker of the Skrill e-wallet, the biggest competitor to its Neteller business, for an enterprise value of about 1.1 billion euros ($1.2 billion), it said on Monday.
Optimal said the deal would expand its online payment and digital wallet services and reduce dependence on a few large customers, including its biggest in the gaming market.
Skrill Group, one of the largest pre-paid online voucher providers in Europe with its paysafecard brand, reported a core profit of $89 million in the year ended September.
"The U.S. (gaming) market, in particular, is just reopening and re-evolving," Chief Executive Joel Leonoff told Reuters.
"Ultimately we're looking at states like Pennsylvania and California to come online and this (deal) certainly establishes us as a very relevant supplier to the industry."
States such as New Jersey, Nevada and Delaware have approved internet gambling as a way to boost tax revenue at a time when earnings from land-based casinos have flat-lined.
Strong growth at Neteller has boosted Optimal's results over the past year. North America accounted for 27 percent of revenue in the year ended Dec. 31.
"(The deal) brings a major competitor on board, sharply reduces the exposure to Asia and brings credible venture capitalist investors onto the share register," Numis analyst Ivor Jones wrote in a note.
Jones raised his price target on Optimal's stock to 900 pence from 700 pence.
Trading in shares in Optimal were suspended following the announcement, having closed at 418.75 pence on Friday, vauing the company at 674 million pounds ($1 billion).
The shares are currently listed on London's junior AIM market but Optimal said it would seek a main market listing and inclusion in the FTSE-250 Midcap Index as soon as possible after completion of the deal, which constitutes a reverse takeover.
Under the deal Optimal is buying Sentinel Topco Ltd and its units, known as Skrill Group, from Sentinel Group Holdings, ultimately owned by funds managed by private equity firm CVC Capital, Investcorp Technology Partners and other shareholders.
Optimal will pay 720 million euros in cash and issue 37.5 million new shares to the owners of Skrill, valued at 135 million euros, giving Sentinel Group Holdings a 7.9 percent stake in the enlarged firm, the company said.
Including net debt at Skrill of 256 million euros, Optimal said the total price being paid for Skrill is 1.1 billion euros.
Optimal said it would fund the deal through cash, new debt facilities and a fully underwritten rights issue for about 451 million pounds ($672 million).
The deal, which is expected to close by the third quarter of 2015, will add to earnings per share in the first fiscal year of ownership. ($1 = 0.6704 pounds) ($1 = 0.9201 euros) (Reporting by Esha Vaish in Bengaluru; Editing by Greg Mahlich)