Vantiv, The Largest US Merchant Account Acquirer-Agrees to Purchase Worldpay Credit Card Processing Company

Traditional retailers aren’t the only businesses feeling the squeeze from Inc. Payment processors are too.

Vantiv, the largest U.S. merchant acquirer, agreed Wednesday to buy London’s Worldpay Group Plc for 7.7 billion pounds ($9.9 billion) to gain greater exposure to e-commerce retailers and small businesses. As much as 50 percent of Vantiv’s revenue comes from large chains, which have struggled to compete with online retailers, according to Moshe Katri, an analyst at Wedbush Securities Inc.

“The problem with that exposure is that you’re seeing some of the large national merchants and retailers that are predominantly brick-and-mortar businesses, these guys are losing share to the ‘Amazon effect,”’ Katri said.

Vantiv’s bid for Worldpay comes two months after First Data Corp. agreed to buy CardConnect Corp. for $750 million. Global Payments Inc. said in December 2015 it was buying Heartland Payment Systems Inc. for $4.3 billion, combining two of the largest U.S. merchant acquirers. The following month, Total System Services Inc. announced it would pay $2.35 billion for TransFirst.

JPMorgan Out

Vantiv processed 21.2 billion transactions in 2016, according to the Nilson Report, an industry newsletter. The company’s cash-and-share offer for Worldpay equates to 3.85 pounds a share, including a 5 pence per share dividend, the companies said in a joint statement. JPMorgan Chase & Co. won’t make a bid after being invited to consider an offer, the New York-based bank said in a seperate statement Wednesday.

Worldpay’s shares, which rose 28 percent Tuesday after the company said it had gotten preliminary takeover approaches from Vantiv and JPMorgan, dropped 8.8 percent in London trading following the U.S. bank’s announcement. Vantiv fell 2.1 percent at 1:03 p.m. in New York, while JPMorgan climbed 0.9 percent.

The firm, whose products are used by small businesses to process payments from credit cards, is among financial-technology companies benefiting from customers who increasingly prefer to shop online. Danish payment services provider Nets A/S also said this week that it’s reviewing options after receiving interest from potential buyers.

Vantiv was started in the 1970s as the payments-processing unit of Fifth Third Bancorp before being spun off in 2012. It became the largest merchant acquirer in the U.S. in 2016, knocking First Data from the top spot for the first time in 20 years, according to Nilson.

‘Compelling’ Rationale

Amazon, which uses JPMorgan for payments processing, also threatens Vantiv more directly. The firm handles transactions for Whole Foods Market Inc. and its shares dropped almost 4 percent on June 16, the day Amazon announced its acquisition of the organic-food grocery chain.

The boards of Worldpay and Vantiv “see compelling strategic, commercial and financial rationale” for the combination, as well as “substantial opportunities for cost synergies,” according to the statement. A combined company would have a strong position in the U.S., Europe, Asia-Pacific and South America, the boards said.

The offer is about 21 percent above Worldpay’s closing share price on June 30, before bid speculation surfaced, excluding the dividend, the companies said. Worldpay investors will receive 55 pence per share in cash and 0.0672 new Vantiv shares. After the deal, Worldpay shareholders will own about 41 percent of the combined firm.

JPMorgan was in the unusual position with Worldpay of being both its client’s broker and potential buyer. Corporate brokers, rarely seen outside of the U.K., advise customers and support their investor relationships for minimal fees in the expectation of winning more lucrative mandates on bigger deals, such as mergers or equity sales. Firms typically call their brokers to weigh in or provide defense when they receive a takeover approach.

Royal Bank of Scotland Group Plc sold a majority stake in Worldpay, its payment-processing division, to Bain Capital and Advent International in 2010 to comply with European state aid rules after receiving a 45.5 billion-pound bailout from the U.K. government. The private equity firms took the company public in October 2015 at 240 pence per share.

In April, Vantiv agreed to buy Atlanta-based Paymetric Inc., a company that helps integrate electronic payments in corporate software systems, for an undisclosed amount. It acquired Moneris Solutions Inc., which processes card transactions, for $429.6 million in December.

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