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Skadden and A&O act on Vantiv’s £9bn buyout of UK payment processor Worldpay

An Allen & Overy (A&O) team is advising UK company Worldpay on its £9bn sale to US payment processor Vantiv, the largest US merchant acquirer by transaction volume, in its bid to cover the global market.

The A&O team is led by corporate partner Duncan Bellamy, who also led A&O on London Stock Exchange (LSE) listed Worldpay’s 2015 initial public offering (IPO), and is joined by M&A partner Seth Jones.

Skadden, Arps, Slate, Meagher & Flom represented Cincinnati-based Vantiv on the deal. In 2016, the company processed 25 billion transactions with a combined $930bn value.

In a joint statement, Worldpay and Vantiv said they saw a ‘compelling strategic, commercial and financial rationale’ for the combination, which will create a global company with a ‘strong position’ in the four core regions: the US, Europe, Asia-Pacific and South America.

Worldpay was subject to an offer from US banking giant JPMorgan Chase yesterday, but the company announced today that an agreement had been reached with Vantiv.

The deal values Worldpay’s shares at £3.85 each, with shareholders entitled to 55p per share. A Worldpay spokesperson confirmed that the value of the merger was subject to share price change, but that the ultimate value will be around £9bn.

Vantiv chief operating officer Charles Drucker will lead the group as executive chairman and co-chief executive while Vantiv’s Stephanie Ferris will assume the role of chief financial officer.

Worldpay chief executive Philip Jansen will continue as a chief executive for the combined company.

Following the merger’s completion, Worldpay shares will be delisted from the LSE. Common stock in Vantiv, which will be the ultimate holding company of the combined group, will continue to be listed on The New York Stock Exchange.

A&O, Weil, Gotshal & Manges and Freshfields Bruckhaus Deringer advised Worldpay on its 2015 IPO. The float was the largest of the year. It gave Worldpay a market value of more than £5bn.

At the time, Bellamy, David Broadley and US securities partner Jeff Hendrickson advised Worldpay. Weil’s team advising Advent International and Bain Capital was led by London partner Marco Compagnoni, with Peter King, Samantha McGonigle and Simon Lyell. Freshfields advised underwriter Goldman Sachs, led by capital markets partner Mark Austin.