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.
General inquiries: firstname.lastname@example.org
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.
IMPORTANT LEGAL INFORMATION
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of the Company (the "Shares") in the United States of America (the "United States") or in any other jurisdiction. No offer to sell or subscribe for Shares, or announcement of a forthcoming offer to sell or subscribe for Shares, or solicitation of any offer to buy or subscribe for Shares, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, Shares will be made in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.
The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, in the United States of America (as defined in Regulation S under the U.S. Securities Act) if registered under the U.S. Securities Act or an exemption from such registration is available. The Company does not intend to register any portion of the contemplated offering of Shares in the United States or to conduct a public offering of Shares in the United States.
The Company has not authorized any offer to the public of Shares in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Shares, except that an offer to the public in that Relevant Member State of Shares may be made at any time under the following exemptions under the Prospectus Directive (as defined below), if they are implemented in that Relevant Member State: to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; or in any other circumstances falling within Article 3(2) of the Prospectus Directive (as defined below).
For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the Offering have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Directive and does not constitute a prospectus. The offer to acquire Shares pursuant to the Offering has been made, and any investor should make his investment decision, solely on the basis of information contained in the prospectus as made available in connection with such offering. Copies of the prospectus may be obtained at no cost from the Company and through the website of the Company.
In the United Kingdom, this document and any other materials in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, persons who are "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of these materials or any other offering or publicity material relating to such Shares in any jurisdiction where action for that purpose is required.
Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Citigroup Global Markets Limited and Merrill Lynch International are each authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. ABN AMRO Bank N.V. (and together with Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Citigroup Global Markets Limited and Merrill Lynch International, the "Banks") is supervised by the AFM and De Nederlandsche Bank N.V. The Banks are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offering, each of the Banks and any of their affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Banks and any of their affiliates acting in such capacity. In addition, each of the Banks and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of the Banks intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This communication is directed only at relevant persons. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.
Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is distributed in member states of the European Economic Area which apply the Prospectus Directive (including the Netherlands), but only to those persons who are qualified investors, and such other persons as this document may be addressed on legal grounds, and no person that is not a qualified investor and a relevant person may act or rely on this document or any of its contents.
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.