Worldpay and US suitor Vantiv haggle over UK HQ in £9bn merger

Worldpay merger

Worldpay and its American suitor are haggling over the future status of its British operations as they seek to finalise a £9bn takeover of the FTSE-100 payments giant.

Sky News has learnt that advisers to Worldpay and New York-listed Vantiv are in discussions about a binding commitment to locating the combined group’s international headquarters in the UK.

The two sides are also haggling over a possible secondary listing of the company’s shares on the London Stock Exchange, which City investors are determined to see included in a definitive deal announcement.

Sources said that a so-called Rule 2.7 statement – which constitutes a firm intention to make an offer under the UK Takeover Code – could be made as soon as the end of next week, although it was more likely to slip into the following week.

An August 1 Takeover Panel deadline for a firm offer may need to be extended, they added.

The ongoing negotiations highlight the sensitivity of ‎binding commitments added to British merger rules following controversy surrounding Kraft’s takeover of Cadbury in 2010.

Pfizer, the American drugs giant, attempted to allay political hostility to its offer for AstraZeneca in 2013 by pledging investment in UK-based jobs and‎ research, before its bid collapsed.

Last year, Japan’s Softbank acquired chip designer ARM Holdings for £24bn, and made a string of commitments relating to British employment.

Sources said that Vantiv’s announcement of an offer for Worldpay was unlikely to make a similar commitment to retain British jobs.

The UK-based company’s advisers ‎are nevertheless said to be insistent on its suitor promising ‎to locate the merged group’s international head office in Britain.

An initial agreement on the key terms of the £9bn deal earlier this month said that Worldpay’s shares would be delisted from the London market, adding that there would be “hubs in the UK, Europe and US”.

It was unclear whether the “substantial opportunities for cost synergies” also referred to earlier this month will be quantified in ‎a formal takeover announcement.

Vantiv looks increasingly like being the only potential buyer of Worldpay after JP Morgan Chase, the giant American bank, decided against a bid.

Global Payments, another New York-listed company, is understood to have examined a counterbid, but bankers say the prospects of it trumping Vantiv are remote.

‎The likely takeover of Worldpay will come two years after it was catapulted into the FTSE-100 after its flotation.

The British company, which is run by Philip Jansen, used to be owned by Royal Bank of Scotland, which was forced to sell Worldpay as part of the lender’s bailout deal with Brussels.

Some shareholders have complained that Vantiv’s offer values Worldpay too cheaply, while Sir Mike Rake, the FTSE-100 group’s chairman, said that the impact of Brexit on sterling was to blame for its vulnerability to a takeover.

A Worldpay spokesman declined to comment.