The Offer Price has been set at €240, implying a market capitalization of €7.1 billion based on the current number of Shares outstanding.
The Offering was multiple times oversubscribed at the Offer Price with strong demand from institutional investors globally.
As part of the Offering, 3,537,754 existing shares (the “Offer Shares”) were placed with institutional investors in various jurisdictions, including the Netherlands (prior to exercise of the Over-Allotment Option – as described below), representing approximately 12.0% of the Company’s issued and outstanding share capital. If the Over-Allotment Option is exercised in full, the total number of Shares will increase to 3,945,362, representing approximately 13.4% of the Shares.
The total size of the Offering amounts to €849 million, or approximately €947 million if the Over-Allotment Option is exercised in full.
Listing of and first trading in the Shares on an “if-and-when-delivered” basis on Euronext in Amsterdam under the symbol “ADYEN” will commence Wednesday, 13 June 2018 at 09:00 CEST (“First Trading Date”).
Closing and settlement of the Offering and the start of unconditional trading in the Shares are expected to take place on Friday, 15 June 2018 at 09.00 CEST (the “Settlement Date”).
Earlier today, the Company was converted into a public company with limited liability (naamloze vennootschap) named Adyen N.V..
This press release also serves as the pricing statement relating to the Offering and has been filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the
“AFM”) and is available on the Company’s website, www.adyen.com/ir
Pieter van der Does, Co-founder, President & CEO said:
“I’m very proud to be building this company with such a great team. This listing will only help us to continue to do what we are doing now: helping our merchants grow and reshaping the payments industry.”
Further details on the Offering
The total number of Offer Shares is 3,537,754 Shares (prior to exercise of the Over-Allotment Option), which represents c.12.0% of the Company’s issued and outstanding share capital. Including full exercise of the Over-Allotment Option, the total number of Shares offered would increase by 407,608 Shares to 3,945,362 Shares, representing c.13.4% of the Adyen’s issued and outstanding share capital.The Company, Shareholders and members of the management board have entered into customary lock-up arrangements with the underwriters, restricting their ability to issue, sell or transfer Shares for a period of 180 days after the Settlement Date.Morgan Stanley & Co. International plc and J.P. Morgan Securities plc acted as Joint Global Coordinators and Joint Bookrunners for the Offering. ABN AMRO Bank N.V., BofA Merrill Lynch and Citigroup Global Markets Limited acted as Joint Bookrunners (altogether the “Managers”). J.P. Morgan Securities plc is acting as stabilization agent on behalf of the Managers.Full information about the Offering and the Listing is included in the prospectus which is published on Adyen’s website, www.adyen.com/ir.
The Joint Global Coordinators on behalf of the Managers have been granted an Over-Allotment Option of up to 11.5% of the Offer Shares (representing up to 407,608 Shares) by the Selling Shareholders. The Over-Allotment Option can be exercised within 30 calendar days of the First Trading Date to cover short positions, if any, in connection with the Offering. If the Over-Allotment option is exercised in full, the free float will increase to 13.4%.
In connection with the Offering, J.P. Morgan Securities plc as stabilization agent, or any of its agents or affiliates, on behalf of the Managers may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares and effect other transactions to maintain the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Joint Global Coordinators, on behalf of the Managers may, for stabilization purposes, over-allot Shares up to a maximum of 11.5% of the total number of Shares comprised in the Offering. The stabilization agent will not be required to enter into such stabilizing transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise, and may be undertaken at any time during the period from the date of the commencement of conditional dealings of the Shares on Euronext Amsterdam and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilization agent or any of its agents or affiliates to effect stabilizing transactions and there is no assurance that stabilizing transactions will be undertaken. Stabilization, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken with the intention of stabilizing the market price of the Shares above the offer price. Except as required by law or regulation, neither the stabilization agent nor any of its agents or affiliates intends to disclose the extent of any over-allotments made and/or stabilization transactions conducted in relation to the Offering.
Listing and trading
Adyen Shares will be admitted to listing and trading on Euronext Amsterdam under the symbol “ADYEN”. Conditional trading in the Shares (on an “if-and-when-delivered” basis) will commence Wednesday, 13 June 2018 at 09.00 CEST. Settlement of the Offering and the start of unconditional trading in the Shares is expected to take place on Friday, 15 June 2018 at 09.00 CEST.
Investing in the Shares of Adyen involves certain risks. A description of these risks, which include risks relating to the Company’s business, the Shares and the Offering is included in the prospectus relating to the Offering and Listing. Any decision to purchase Shares in the Offering should be made solely on the basis of the prospectus.Copies of the prospectus, and this pricing statement, may, subject to applicable securities law restrictions, be obtained from the Company's website: www.adyen.com/ir.
Earlier announcements related to the Offering
On 24 May 2018, Adyen announced its intention to launch an Offering and listing on Euronext Amsterdam. On 5 June 2018, Adyen announced the publication of the prospectus and indicative price range of the Offering. The press releases, which includes further information about Adyen, are available Adyen’s website, www.adyen.com/ir.
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Adyen is the payments platform of choice for many of the world’s leading companies. A leading provider of a modern end-to-end infrastructure connecting directly to Visa, Mastercard, and consumers' globally preferred payment methods, Adyen delivers frictionless payments across online, mobile, and in-store. With offices all around the world, customers include Facebook, Uber, Netflix, Spotify, and L'Oreal.
[1.] Based on current number of shares outstanding equal to 29,445,458. Based on the fully diluted number of shares (incl. non vested, non exercised stock options and cancelation of shares using the treasury stock method) Adyen would be valued at a post Offering equity value of approximately €7.3 billion.