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

29 januari 2013 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 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 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 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). Dial in number: +33 (0)1 7099 3212 (French domestic) or +44 (0)207 1620 177 (international). This document includes forward looking statements relating to Ingenico's future prospects, development and business strategies. By their nature, forward looking statements involve risks and uncertainties and are not guarantees of future performance. Ingenico's financial condition and results of operations and the development of the industry in which Ingenico operates may differ materially from those made in or suggested by the forward looking statements contained in this document. In addition, even if Ingenico's financial condition and results of operations and the development of the industry in which Ingenico operates are consistent with the forward looking statements contained in this document, those results or developments may not be indicative of results or developments in future periods. Ingenico does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward  looking statements to reflect events that occur or circumstances that arise after the date of this document. In addition, the occurrence of certain of the risks described in the "Risk Factors" sections of the French language Document de Référence 2011 filed with the Autorité des marchés financiers (the "AMF") on March 29 2012 under number D.12-0240 may have an impact on these forward looking statements. About Ingenico (Euronext: FR0000125346 - ING) Ingenico is a leading provider of payment solutions, with over 20 million terminals deployed in more than 125 countries. Its 4,000 employees worldwide support retailers, banks and service providers to optimize and secure their electronic payments solutions, develop their offer of services and increase their point of sales revenue. More information on www.ingenico.com | twitter.com/Ingenico. | About Ogone Ogone is a leading payment service provider with global reach. Tens of thousands of online businesses worldwide trust Ogone to manage, secure and collect their online and mobile payments, help prevent fraud and drive their business. Ogone's scalable solution allows their customers to increase their checkout conversion and help them enhance sales, both domestic and cross-border. More information about Ogone Payment Services (www.ogone.com) About Summit Partners Summit Partners is a growth equity firm that invests in rapidly growing companies. Founded in 1984, Summit has raised nearly $15 billion in capital and provides equity and credit for growth, recapitalizations, and management buyouts. Summit has invested in more than 365 companies globally in technology, healthcare and other growth industries.  Summit's notable investments in the e- commerce and financial services sector include 360T Group, AVAST Software, FleetCor Technologies, iPayment, vente-privee.com and Web Reservations International. More information on Summit Partners (www.summitpartners.com). INGENICO - Investors Contact INGENICO - Press Contact Catherine Blanchet Rémi Calvet VP Investor Relations & Corp. Communication VP Communication catherine.blanchet@ingenico.com remi.calvet@ingenico.com Tel: +33 1.58.01.85.68 Tel: +33 1.58.01.80.80 INGENICO: http://hugin.info/143483/R/1673738/544918.pdf This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: INGENICO via Thomson Reuters ONE [HUG#1673738]