Ingenico announces an agreement for the acquisition of Ogone, leading pan-European online payment services provider

A key milestone in the execution of Ingenico strategy: providing unrivalled offering of multi-channel payment solutions to address increasing merchant needs.

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Paris – January 29, 2013 — Ingenico, (Euronext: FR0000125346 - ING), leading worldwide provider of payment solutions, today announced it has reached an agreement in principle with Summit Partners to acquire Ogone, the leading pan-European online payment services provider for an enterprise value of € 360 million.

This acquisition represents a key milestone in the execution of Ingenico’s strategy of becoming the unique “one-stop-shop” provider covering multi-channel payment solutions: point-of-sale, online and mobile. The combination of Ingenico’s customer base and infrastructure with Ogone’s platform would offer an unrivalled ability to generate significant synergies in terms of new upselling opportunities and offer optimization expected to generate additional EBITDA in excess of €20m by 2015. With this acquisition, Ingenico would also further reinforce its presence in Transactions while leveraging the attractive exposure to the online transactions growth.

Based in Brussels, Ogone has developed, over the past ten years, a recognized expertise in making online payment services less complex, more efficient and secured for merchants. Thanks to its scalable, in-house and robust platform and its experienced management team, Ogone has built a prime, truly international client base with over 42,000 merchants, highly diversified in terms of sizes, segments or distribution channels. In 2012, with more than 280 employees, Ogone reached € 42 million of revenue, with an EBITDA margin of around 30%. The recent commercial initiatives, including the Barclaycard white-label contract win, should generate a revenue growth in excess of 30% in 2013.

The acquisition of Ogone offers a sound financial rationale, with a strong positive impact on both margin and growth profiles, while maintaining leverage under control. The acquisition is expected to be neutral on Ingenico 2013 EPS and highly accretive on 2014 EPS before PPA. The secured financing of the acquisition will consist in existing cash for € 120 million and in committed bank lines for € 240 million.

The consultation of Ingenico SA workers’ council has been initiated. The final documentation and closing are expected in Q1 2013, in particular after confirmation of non-opposition from the National Bank of Belgium.

The acquisition of Ogone is a key milestone in the execution of the Group strategy offering unique synergies with Ingenico entities, notably easycash and ROAM”, said Philippe Lazare, Chief Executive Officer of Ingenico. “Combining Ogone's leading position in the online space with our unique position in the point-of-sale and mobile space will enable us to address multi-channel global payment solutions for both merchants and acquirers, first in Europe and then in high potential geographies. I am very proud of this acquisition that will benefit our employees, customers and shareholders. We look forward to working together. ”

I’m very proud of today’s announcement. I see both a strong strategic and cultural fit between Ingenico and Ogone”, said Peter De Caluwe, Chief Executive Officer of Ogone. “This will help us accelerate our strategic focus on expanding globally while further investing in product innovation. Our fraud prevention tools and financial services perfectly complement Ingenico’s portfolio and will leverage their multi-channel strategy. This is exciting news for our customers, partners, banks and our employees and I look forward to bringing my strong e-commerce expertise to Ingenico's management board. ”

It has been a pleasure to work with Ogone’s exceptional management team”, said Christian Strain, Managing Director of Summit Partners. “Our investment in Ogone exemplifies what Summit does best – partnering with excellent management teams to help them extend their market leadership.”


Conference call

A conference call to discuss details of the transaction will be held on January 29, 2013 at 9.30a.m. (Paris time). Dialā€in number: +33 (0)1 7099 3212 (French domestic) or +44 (0)207 1620 177 (international).

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