The indicative price range for the Offering is €220 - €240 (inclusive) per Share, corresponding to an approximate €6.5 to €7.1 billion market cap based on the current number of Shares outstanding.
The Offering will consist of a private placement of up to 4,189,102 Shares held by certain shareholders (the “Selling Shareholders”) to institutional investors in various jurisdictions, including the Netherlands Assuming no exercise of the Over-Allotment Option, the offered Shares represent up to a maximum of approximately 12.7% of the Company’s issued and outstanding share capital. The Company will not receive any proceeds from the sale of the Shares.
In order to cover any short positions resulting from over-allotments in relation to the Offering, the Selling Shareholders will grant the Managers (as defined below) an option to purchase additional Shares (the “Over-Allotment Option”), corresponding to up to approximately 0.4 million Shares or 11.9% of the number of Shares offered in the Offering, excluding those offered and sold pursuant to the Over- Allotment Option.
Assuming the Over-Allotment Option is exercised in full and assuming full placement of the Offer Shares, the value of the Offering will be between €922 million and €947 million and will correspond to up to a maximum of approximately 14.2% of the total number of outstanding shares in Adyen upon completion of the Offering.
All offers and sales outside the United States will be made in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). In the United States, the shares will be sold only to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The offer period is expected to take place between 5 June and 12 June 2018, 14.00 CEST. The timetable of the Offering may be accelerated or extended by way of a press release. The final offer price is expected to be announced, and allocation is expected to take place, on 12 June 2018. Prior to allocation, the number of offered Shares may be changed and prior to the end of the offer period, the offer price range may be changed, which will be announced in a press release.
Trading in the Shares on Euronext Amsterdam (on an "as-if-and-when-delivered" basis) is expected to begin on 13 June 2018 under the ticker ‘ADYEN’ and settlement is expected to take place on 15 June 2018.
The Company will be converted into a public company with limited liability (naamloze vennootschap) named Adyen N.V. shortly after determination of the final offer price and prior to settlement.
A prospectus with full terms and conditions of the Offering and the Listing and approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) is published today, 5 June 2018, on the Company’s website www.adyen.com/ir.
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.
Adyen is a technology company offering a single integrated platform that facilitates frictionless payments for merchants across channels and geographies.
The Company’s unique end-to-end solution is redefining the global electronic payments market.
The Company’s approach to connecting directly with card schemes capturing payments data across channels has enabled it to develop differentiated solutions for merchants, supporting an increase in payments conversion and a reduction in fraudulent transactions, while also yielding superior shopper insights.
Adyen primarily targets large global companies as well as an increasing number of domestic/mid-market merchants and has become the trusted partner of many of the world's most recognizable brands.
Adyen is uniquely positioned to benefit from secular market trends and has identified multiple avenues for growth, both from its existing industry-leading enterprise merchants as well as new enterprise and mid-market clients.
The Company has an experienced founder-led management team and fosters a unique entrepreneurial culture.
For the year ended 31 December 2017, Adyen generated Net Revenue of €218 million, representing 38% growth compared to 2016, and EBITDA of €99 million, representing an EBITDA margin of 45.5%.
Processed volumes increased to €108 billion in 2017 compared to €66 billion in 2016, representing year-on-year growth of 63%.
Pieter van der Does, Co-founder, President & CEO said:
“We feel that we are still in the early stages of a remarkable journey. Our focus remains on building new functionality and on helping our merchants grow. This offering provides us with the freedom to keep building the company, while offering our shareholders a path to liquidity. Adyen will remain a company that is driven by a long-term vision and strategy”.
Full information about the Offering and the Listing is included in the prospectus which is published on Adyen’s website, www.adyen.com/ir.
Subject to acceleration or extension, the timetable below sets forth certain expected key dates for the Offering:
Publication of the prospectus
First day of trading on Euronext Amsterdam
The Company has appointed Morgan Stanley & Co. International plc and J.P. Morgan Securities plc as Joint Global Coordinators and Joint Bookrunners for the Offering. ABN AMRO Bank N.V., BofA Merrill Lynch and Citigroup Global Markets Limited have been appointed as Joint Bookrunners (altogether the “Managers”). J.P. Morgan Securities plc is acting as stabilization agent on behalf of the Managers.
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.
Earlier announcements related to the Offering
On 24 May 2018, Adyen announced its intention to launch an Offering and listing on Euronext Amsterdam. The press release, which includes further information about Adyen, is available on the website of Adyen www.adyen.com/itf.
General inquiries: email@example.com
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 contemplated offering of Shares 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 proposed offering will be made, and any investor should make his investment decision, solely on the basis of information that will be contained in the prospectus to be made available in connection with such offering. When made available, 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,placingordealingby,anyoftheBanksandanyoftheiraffiliatesactinginsuchcapacity. Inaddition, 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 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 €6.7 billion to €7.3 billion.
2. Defined as the value of all transactions authorized by Adyen