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4

Risk Factors

Risks related to the Group’s business and industry

19

Worldline

2016 Registration Document

Acquisitions subject the Group to risks, including increased

debt, assumption of unforeseen liabilities and difficulties in

integrating operations.

As part of its growth strategy, the Group expects to actively

explore acquisition opportunities and alliance relationships with

other businesses that will allow the Group to increase its market

penetration, technological capabilities, product offerings and

distribution capabilities. The Group’s strategy of expanding

through acquisitions exposes it to a number of risks associated

with valuation and undisclosed liabilities (negotiating a fair price

for the business based on inherently limited diligence) and

integration of businesses (managing the complex process of

integrating the acquired company’s workforce, products,

technology and other assets so as to realize the projected value

of the acquired company and the synergies projected to be

realized in connection with the acquisition), including the

following:

the Group may not be able to find suitable businesses to

acquire at affordable valuations or on other acceptable

terms;

the Group may face competition for acquisitions from other

potential acquirers;

the Group may need to borrow money or sell equity or debt

securities to the public to finance future acquisitions and

may not be able to do so on acceptable terms or without

increased risk to the Group’s business;

the Group may incur substantial costs in relation to

acquisitions that would weigh on its income and cash flow;

the Group may encounter changes in accounting, tax,

securities or other regulations that could increase the

difficulty or cost for the Group to complete acquisitions;

the Group may face difficulties or additional costs complying

with foreign regulatory requirements;

the Group may encounter difficulties in enforcing intellectual

property rights in some foreign countries;

backgrounds and organizational cultures;

the Group may have difficulty integrating acquired

businesses, notably personnel with diverse business

the Group may incur unforeseen obligations or liabilities in

connection with acquisitions;

the Group may inaccurately assess disclosed liabilities in

connection with acquisitions;

the Group may choose joint venture partners with whom it

has difficulties forging a constructive and long-term

relationship;

the Group may need to devote unanticipated financial and

management resources to an acquired business;

the Group may not realize expected operating efficiencies or

product integration benefits from an acquisition;

the Group could enter markets where it has minimal prior

experience;

the Group may encounter difficulties entering new markets

due to, among other things, customer acceptance and

business knowledge of these new markets;

the Group may have difficulty managing geographically

separated organizations, cultures, systems and facilities;

and political conditions; and

the Group may encounter challenging general economic

the Group may experience decreases in earnings as a result

of non-cash impairment charges relating to the goodwill

recorded upon acquisitions.

acquisitions and the integration of the two companies’

operations could have an adverse effect on the Group’s

business, results of operations, financial condition or prospects.

The process of integrating operations could cause an

interruption of, or loss of momentum in, the activities of one or

more of the Group’s consolidated businesses and the possible

loss of key personnel. The diversion of the management’s

attention and any delays with the delivery of the Group’s

services or difficulties encountered in connection with

The Group depends upon a limited number of suppliers for

certain components of its products and on the performance

of certain key services by third parties.

products. For example, the Group relies on a single supplier for

an important component used in all current models of its

merchant terminals range. The Group relies upon these

suppliers to produce and deliver products on a timely basis and

at an acceptable cost or to otherwise meet the Group’s product

demands. Additionally, the Group depends upon various

financial institutions for clearing services in connection with its

Commercial Acquiring business (namely, the transmission and

processing of authorization requests and processing of clearing

and settlement instructions). Disruptions to the business,

The Group utilizes a limited number of third party suppliers and

service providers to supply certain of the IT hardware, software

and other components, including chips, used in the

development and operation of the Group’s services and

able to secure alternative suppliers in a timely manner, the

Group’s costs could increase significantly. Any of these events

could adversely affect the Group’s results of operations.

financial stability or operations, including due to strikes, labor

disputes or other disruptions to the workforce, of these suppliers

and service providers, or to their ability to produce the products

and provide the services the Group requires in accordance with

the Group’s and its customers’ requirements, could significantly

affect the Group’s ability to fulfill customer demand on a timely

basis which could materially harm its net revenue and results of

operations. If these suppliers and service providers were unable

to continue providing their services, the Group could encounter

difficulty finding alternative suppliers. Even if the Group were