September 26, 2017 | Technology | Europe | Ended

Worldpay / Vantiv: Target and Acquirer Susceptibility to a Counterbid

This straightforward and quick closing UK scheme of arrangement is arguably a lay-up that presents a relatively attractive rate of return for most risk arbitrage funds. However, investors should not brush aside certain deal nuances. The payment processing sector is undergoing significant consolidation, and its participants, including global banks, large card issuers and FinTech companies, have a strategic interest in expanding their payment processing capabilities through M&A to retain and increase market share. As top merchant acquirers in the US and the UK, respectively, Vantiv and Worldpay are both susceptible to a counterbid. The single largest deal risk, in our view, is an unsolicited bid for Vantiv. In this note, we explore this scenario alongside other deal considerations, such as the likelihood of a counterbid for Worldpay, break price and accretion/dilution analyses, the merger rationale and antitrust considerations.

Contents 1. Counterbid Feasibility for Worldpay and Vantiv 2. Break Prices and Probability of Deal Completion 3. Merger Rationale and Accretion / Dilution Analysis 4. Antitrust and Shareholder Activism Considerations 5. Deal Structure, Timing and Risk Arbitrage Thoughts Appendices A. The Payment Processing Industry B. Worldpay C. Vantiv (38 pages)

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