Worldline SA (EPA:WLN)
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Earnings Call: Q2 2021

Jul 27, 2021

Operator

Good day, and thank you for standing by. Welcome to the Worldline H1 results conference call. At this time, all participants are in listen only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you need to press star one on your telephone. Please be advised that today's conference is being recorded. If you require any further assistance, please press star zero. I would now like to hand the conference over to Steven Bay, Gilles Grapinet, Chairman and CEO. Please go ahead.

Gilles Grapinet
Chairman and CEO, Worldline

Many thanks, operator. Ladies and gentlemen, good morning. This is indeed Gilles Grapinet speaking. Thank you for attending today's Worldline conference call on our first half 2021 results. As usual, I'm going to share the presentation with our Deputy CEO, Marc-Henri Desportes, and with Eric Heurtaux, our Group CFO. Well, to start, I have four key messages for you to highlight the main achievements of the first semester.

My first message is a message of satisfaction, both operationally and strategically. I'm really happy to report that this first half is solidly in line with the expected trajectory presented in February 2021. Indeed, despite a third wave of COVID impacting our Q1 2021 performance, the group has been able to accelerate strongly during the second quarter with a double-digit organic growth rate, fueled in particular by our Merchant Services activity.

For the first half of 2021, we have enjoyed a slightly positive organic growth rate overall, above our initial expectation to be flat or slightly negative. On both OMDA and free cash flow, we have delivered a very solid performance reflecting the group agility to deliver margin improvement and to produce a steady cash flow generation in this challenging COVID environment.

Second message and second highlight of the semester is that as expected, we enjoyed a strong recovery of our transaction volumes in the course of the second quarter with a 14% growth versus 2020. Maybe the most important point to flag here is the fact that since the end of March 2021, transaction volumes on our platforms have been even above 2019 levels, illustrating the confirmed resilient change of consumer behaviors and the acceleration of cashless trends in our main countries.

These facts fit the catch-up opportunity for a company like Worldline when economies progressively reopen, despite the fact that we do not still have all the benefit coming from international travel. Third key message of the semester is related to our M&A activities. I dare to say that H1 2021 is probably one of the most successful semester ever of the group from an M&A standpoint, with no less than three acquisitions announced since January.

This is highlighting the relevance and competitiveness of the Worldline value proposition, the Post Ingenico, towards in particular, bank partners divesting their payment assets and looking simultaneously to a long-term reliable partner. In Southern Europe, as you already know, we signed the acquisition of Cardlink in Greece, and more recently, the acquisition of 80% of Axepta Italy while setting a joint venture, 80-20, with the BNL banking group over there.

In the Nordic region, we are proud to announce today the important acquisition of Handelsbanken banking card acquiring activity and the signing of an alliance with this highly regarded banking group, which Marc-Henri Desportes will detail further in a minute.

These three recent operations are fully consistent with our expansion strategy after Ingenico and are addressing both fast-growing and high potential markets, where the group was either not present or where we can leverage an existing footprint, such as in the Nordics, offering us, in all cases, very significant cost and revenue synergies while expanding our already unique Pan-European reach.

Fourth message is, of course, that with the materialization of our underlying scenario allowing us to deliver a solid first half performance and based on the most recent information available regarding the health situation, we can confirm our central assumptions for the second half of the year, implying a circa double-digit growth rate in the months to come. We reiterate our full-year guidance for this year.

Going to the next page, I believe that our first half 2021 figures reflect the group ability to accelerate growth in a more normalized macroeconomic context. Indeed, revenue for H1 2021 was EUR 2.27 billion, representing a slightly positive organic growth at 0.1% compared to H1 2020 at constant scope and exchange rates.

More importantly, this first half performance embedded a strong organic growth of 10.1% in Q2, driven in particular by our Merchant Services activities, highlighting the group capacity to rebound very strongly as soon as our main economies reopen. Regarding our profitability, our OMDA reached EUR 531 million, representing a 23.4% of revenue or 130 basis point improvement compared to H1 2020.

This margin improvement is fully in line with our full-year trajectory to grow our OMDA margin by circa 200 basis points, the second half being more favorably impacted by the expected strong growth of revenues and synergy delivery. First half 2021 free cash flow was EUR 268 million, representing a conversion ratio of 50.3% of OMDA, thanks to the strong cash management and control put in place by Eric and his team.

Normalized net income group share reached EUR 276 million, representing 12.1% of revenue, and normalized EPS reached EUR 0.96 per share, up 55%, demonstrating the immediate and very positive contribution of the acquisition of Ingenico. As you can see, all our first half 2021 objectives have been reached, reinforcing our full-year trajectory. Marc-Henri will now comment on the first half strategic, operational, and commercial achievements before leaving the floor to Eric for the detailed H1 2021 figures.

Marc-Henri Desportes
Deputy CEO, Worldline

Thank you, Gilles, and good morning to you all. Let me start by the two successful strategic developments we have executed in Southern Europe with the acquisition of Cardlink in Greece and the joint venture with BNL banking group in Italy through the acquisition of Axepta Italy. The two operations fit perfectly with our strategic objective to further expand Worldline's reach and scale in Europe, and more specifically in Southern Europe.

With the expansion of merchant services footprint in two promising and fast-growing countries for electronic payments, driven by the cash-to-card shift, development of digital and online payments, and the high exposure to credit cards, with tourism representing a big driver of their economy. As well as a strategic long-term partnership with a major local bank, leveraging their networks and offering added growth opportunity.

You know the benefits of these transactions, as we have already described it during the first half in dedicated announcements, I would like to emphasize that these operations offer two solid consolidation platforms to further extend Worldline's presence in Greece and in Italy. The third operation we announce today is the acquisition of Handelsbanken's card acquiring activities in the Nordics, as we see on the next page.

This acquisition is a step further to our European expansion in the Nordics market, which is a key strategic opportunity to leverage and accelerate our historical presence in the region. Partnering with Handelsbanken, one of the leading banking group in the Nordics with strong position in Sweden.

The key points to return on this operation are: the Nordic region is a very attractive payment market, driven by a strong GDP growth, a strong dynamic in digital payments, expected to grow double digits, and an accelerated growth in e-com, growing two to three times faster than physical retail.

In that market, Handelsbanken Card Acquiring is a compelling merchant acquiring activity, bringing to Worldline a reinforcement of our pan-Nordic and replicable market presence, a high-quality, diversified merchant portfolio delivering solid transaction volume flows, and a long-term relationship with Handelsbanken, one of the leading banks in the region to leverage existing offerings to accelerate the growth profile.

The strong market position of Handelsbanken, coupled with Worldline's global scale, best-in-class technology, and payment expertise, as well as the local excellence of former Bambora teams, now part of our groups in the acquisition of Ingenico, will allow the entity to grow revenue at a double-digit rate in the coming years.

This accelerated growth rate will be delivered leveraging our local operation and through the rollout of Worldline existing successful one-stop shop offering to the existing merchant portfolio for both SMBs and large retailers on top of a long-term commercial partnership with the bank fostering growth opportunities, as mentioned. We expect to close the transaction by year-end of 2021 for a cash-out of EUR 195 million.

At closing, Handelsbanken Card Acquiring will bring to Worldline circa EUR 35 million of revenues, with a strong organic growth development through synergies, and an OMDA margin above 30% with further expansion potential, thanks to the expected coming growth, and circa EUR 10 million of synergies by 2025. Most important takeaway from Worldline M&A's activity is the group's success in expanding its global European footprint in targeted geographies while validating the bank-friendly strategy and the preferred partner for payment asset outsourcing positioning.

As you can see in the map on the following slide, Worldline has massively increased its geographical footprint in Europe. It's not only a geographical expansion, it's also a significant upgrade of our global activities, improving strongly our offerings, both in-store and online, the volume processed on our platform offering efficiencies, and our merchant exposure to leverage our solution.

This meaningful scale offers definitely added growth opportunity with Worldline through best-in-class global omni-channel offering for cross-border merchants, supporting them with full end-to-end solution fitting with their own European exposure. We already see in our pipeline large deal opportunities, thanks to our ability to deliver such offering at the European scale. A compelling scale and product offering matching bank needs for larger outsourcing deals.

Today, our pipeline of commercial opportunity in financial services is reinforced both in quality and value, with a higher proportion of new businesses versus renewal, and the qualification for several significant outsourcing deals confirming the appealing profile of our platforms. The positioning of Worldline as a partner of first for several fintechs willing to distribute their offering at scale with Worldline enriching the payment ecosystem with a full suite of solutions to a very large merchant portfolio.

Last but not least, the active involvement of the group in pan-European and regulatory initiatives such as EPI or the digital euro, being a prominent partner shaping the future European payment market. The key point here is that we have transformed ourselves further into a key strategic partner central in the European payment ecosystem, which allow us to seize other growth opportunities going forward, supporting our merchants and banking partners at scale.

Coming back to our first half performance, we were focused on our transaction volumes. As you can see on the left-hand side chart, we have enjoyed since March 2021 an acceleration of our transaction volumes, driven by the progressive reopening of economies in our core countries. It has been supported as well by the strong adaptation of merchants over the past 12 months after three waves of restrictions.

The major points to underline are an acceleration throughout the semester of transaction volume, with a strong pickup starting in March 2021. Positive signs on intra-European travel and dynamic currency conversions at the end of June to be confirmed in the coming months. A market still driven by the shift of consumer habits, which is sustainable and COVID triggered, and which results in a solid double-digit growth in digital and online segments, with in-store activities being back to growth thanks to a strong support of contactless transactions.

More importantly, I would like to point that since March 2021, and even more significantly so in June, our transaction volumes have been above the pre-COVID level of 2019, illustrating the ability of payment markets to recover strongly upon normalization and the relevance of Worldline offering in that environment, providing added value growth levels.

Last but not least, this performance has been delivered despite the fact that we do not still have the full contribution of credit card transactions, as intercontinental travel is not back, which will offer upside opportunities going forward. My most important takeaway from this slide is the strong capacity of the group to deliver steady growth when the health situation normalizes, leveraging its global scale and reach to seize opportunities.

Let's have a look at Q2 commercial activities and achievements. On the commercial activity, I will be brief and highlight one key example per business line. You will find more on this slide. Commencing with merchant services, we continue to support merchants in their digitization acceleration.

One notable example was when the largest European direct distributor of frozen foods and ice cream, Bofrost, chose Worldline to implement a user-friendly payment solution for the company direct sales channel, representing 130 distribution drivers in Switzerland. In financial services, we signed a five-year agreement with Luminor Bank in the Baltics to unify and upgrade Luminor's current ATM network, offering to the bank customer a more customer-friendly and newer ATM network.

In MTS, we have been awarded an additional five-year contract with a large U.K. train operator to deliver a seamless integration of systems and data flows for all the day operational controls and running trains, mitigating any disruption and providing real-time train crew visibility and crew management for mobile applications.

In GSS, more than an example, I would like to underline that we have enjoyed a continued strong traction of the TaaS offering with several contracts signed since the closing of Ingenico transaction, representing a TTV of above EUR 100 million and delivering a recurring revenues above EUR 70 million. Let's move to the Ingenico integration process to conclude this part.

Our 2021 integration roadmap is in full motion. Our key achievements for the first half of 2021 are the following: the merger of Paris headquarters in a single building by the end of 2021 is fully prepared. We have launched numerous other real estate convergence program. We have deployed a successful internal mobility program, enabling a reskilling of skills on new proposition.

Our key internal IT processes and systems have been harmonized, such as the application landscape, including central ERP rollout, employee portal, and payroll systems, as well as the PC and workspace. We have launched a structural project with the payment platform harmonization programs, particularly for the infrastructure, including data center consolidation program, network unification, and for the acquiring and acceptance platform conversions.

Finally, we have defined a new CRM solution to foster the efficiency of the end-to-end sales process for implementation in 2022. All these progresses are fully in line with the full year synergy trajectory to deliver EUR 66 million OMDA impact that we confirm. Now I hand over to Eric to present you the detailed first half financial performance before a wrap up and conclusion from Gilles.

Eric Heurtaux
CFO, Worldline

Thank you, Marc-Henri, and good morning to you all. I will start with an overview of our revenue performance in H1 2021. During the first half, Worldline's revenue is EUR 2.272 billion, posting a double-digit growth and a strong revenue recovery in the second quarter, compensating the first quarter decline triggered by the third wave of COVID-19. All services division are up in H1 and closed over go 2019 H1.

Overall, in the first half of 2021, organic revenue was slightly positive at 0.1%. I will come back with more details on the next slide regarding the phasing of the first half by division. Now regarding the OMDA performance, during the first half of 2021, Worldline's OMDA reached EUR 531 million, representing a 23.4% OMDA margin. It represents 130 basis improvement in profitability. Let me now detail this number by business line.

Here, I would like to cover the revenue building blocks for the first half 2021, the phasing of our performance in Q1 that you already know, in Q2, where we enjoyed strong growth acceleration. As a reminder, our Q1 performance was a 9% organic decline, as you can see in the chart, with all GBLs posting a negative evolution versus a rather strong Q1 2020, which was only impacted by COVID the last weeks of March.

More important is the trend over the semester with a Q2 performance up 10.1% organically. Merchant Services enjoy high double-digit growth at 18.6% in Q2. The performance is fully driven by the recovery of the transaction volume, as described earlier by Marc-Henri, for both online and in store, as well, across all underlying segments such as commercial acquiring, payment acceptance, and digital services.

I would like to highlight that in EUR denominations, our Q2 performance of MS has quasi compensated the combined drop of revenue experienced in Q1 by MS and TSS, illustrating the benefit of our strategic expansion towards merchant services activities. Financial services showed just above 4% organic growth in Q2, compensating fully the Q1 performance.

This performance has been driven by, first, higher volume on our issuing and acquiring platform, and as well, the ramping up of new contracts. Second, a strong dynamic for the digital banking activity driven by online authentication flows and increasing volumes on account payments. TSS activities are back to growth, up 1.6% organically in the second quarter, with an overall solid dynamic in Western Europe, Latin America, and Australia. All regions fueled by the delivery of projects and showing a strong pipeline for the second part of the year.

In parallel, the Chinese domestic market continued to decline on the back of a low investment level from banks. This trend has a limited impact on TSS profitability however, China being a structurally low margin market. Without China, TSS growth rate for Q2 would have been in the upper single-digit rates. MTS revenue has been accelerated in Q2 with organic growth approaching double digits at 9.4%, mainly driven by a strong pickup of the transportation sector in the group key countries in Europe, as well as higher fare collection in Latin America.

It is also supported by steady double-digit growth in trusted digitization, notably led by project and improved volume in France, higher volumes on tax collection in Latin America, and more project activity in e-archiving solutions in Germany. Overall, our Q2 performance is solid and fully in line with our expectation of a progressive recovery of activities along the quarter.

Moving to the next slide regarding OMDA. After having been impacted by top-line negative evolution in Q1, profitability has raised significantly in Q2. Overall, in a context of slight top-line growth in H1, our OMDA is up 6% organically to EUR 531 million, showing a 130 basis point improvement in terms of OMDA margin reaching 23.4%.

This performance is driven by the ability of our business line to deliver margin expansion through efficiency programs and synergy execution. In more detail, MS profitability is up 190 basis points to 22.9%, benefiting from cost control action, the execution of synergies from Ingenico and SPS, and ongoing transversal productivity improvement actions. The division benefited as well from its high cost base, providing operating leverage over the course of the second quarter.

FS OMDA margin was down 80 basis points to 28.8%, still at a high level, impacted by the ramp-up and build phase of new contracts, as well as a soft start of new projects at the beginning of a period, despite significant improvements of its cost base. TSS performance came with a 70 basis point improvement in OMDA margin to 25.7%, mostly driven by the product mix and the transformation of cost-saving plans, leading to a leaner cost base.

MTS profitability is up 60 basis points to 14.8%. The business line benefited from the positive trend in acquiring, mainly in the U.K. and LATAM, fueled by transaction recovery post-COVID and has been able to leverage the scalability of product investment plans on top of tight cost management.

Finally, on the corporate side, we have pursued the strong actions taken to deliver synergies and streamline our cost base, reducing our corporate cost by EUR 10 million over the semester of an improvement of 50 basis points. Globally, it's a strong achievement in the current phasing of the first half. This evolution fully confirms our full-year trajectory. Moving from the OMDA to the other element of the income statement.

Non-recurring items reached EUR 250 million and consisted globally of purchase price allocation amortization for EUR 151 million, mostly linked to the Ingenico acquisition and integration and post-acquisition costs of EUR 51 million, corresponding to Ingenico integration costs and the remaining part of SIX Payment Services integration costs. All the increase versus 2020 statutory number can be explained by Ingenico combination and synergy plan. Operating income for the first half 2021 was EUR 144 million.

Net financial expense amounted to EUR 13 million, in particular due to the net cost of financial debt of EUR 23 million for the interest of Ingenico bonds, the bonds and OCEANEs issued in 2020, and the full effect of the ones issued in 2019, partly offset by the favorable effect of the fair value on Visa shares. The tax charge was EUR 31 million, with an ETR of 23.3% in H1 2021, in line with H1 last year, and consistent with our objective to maintain the full-year rate close to 2020 level. As a result of the items above, net income group share was EUR 102 million.

The normalized net income to EUR 276 million, representing 12.1% of revenue versus 7.5% in H1 2020, and our normalized diluted EPS reached EUR 0.96 compared to EUR 0.62 in H1 2020, representing more than 50% improvement and illustrating the benefit at EPS level of the acquisition of Ingenico. Regarding the cash flow statement, the main parameter of our free cash flow generation are CapEx at EUR 108 million.

This amount should pick up in H2 2021 with the expected growth acceleration and our objective of 5%-6% of revenue. The change in working capital requirement in June 2021 brings, as anticipated, a positive contribution of EUR 58 million, reflecting the alignment of contractual T&Cs between Worldline and Ingenico. It should normalize in the second half of 2021. Integration costs were fully in line with expectations and mostly related to Ingenico post-acquisition integration.

Overall, the H1 free cash flow was EUR 268 million, representing 50.3% of OMDA, supporting our full-year trajectory. It's a strong achievement reflecting our ability to deliver quick wins on the synergy side while optimizing implementation costs and a strict cash management policy. Let's now look at the net debt evolution on this slide.

The group net debt decreased to EUR 2,939,000,000 against EUR 3,211,000,000 at the beginning of the year. The main driver of this evolution is the strong cash generation we have delivered during the first half 2021. Our net debt trajectory is well in line with our expectations at the end of the semester. After describing the first half of the year, let's now move to H2 2021 and what we expect in terms of revenue scenario.

I remind you that the events of the first semester were fully in line with our initial scenario, allowing us to deliver a solid performance accordingly. For the second half, based on the most recent information available to date regarding the health situation, our scenario presented in February 2021 remains unchanged and assume the following hypothesis. The easing of domestic restrictions with end of lockdowns for non-essential merchants, end of curfew and borders restrictions.

Intra-European travel load and a progressive return to normal level of travel flows, though without significant intercontinental travel. Based on this assumption, we expect to pursue the acceleration experienced in Q2 with a circa double-digit growth rate in H2. Here you have now the full scenario trends we have taken into account to build our full-year guidance, I hand over to Gilles for the conclusion.

Gilles Grapinet
Chairman and CEO, Worldline

Many thanks, Eric. Now moving, indeed, to the conclusion and the key takeaways of the first semester. I would like to start with the strong execution of the Worldline strategic initiatives. Regarding first the TSS strategic review, we have made significant progresses in the context of a successful initiative transformation path towards more recurring revenue in this business division. By year-end, we will have decided and probably started to execute between two main options.

The first one would be to rely on a new owner of quality to drive this TSS transformation in the coming years through the execution of its new development projects. Which would be the second option, to decide to keep it within the group and progress one step further on this promising transformation journey to TaaS and PPaaS before reconsidering an exit in a more stable post-COVID macro environment.

On the M&A front, the past eight months have been amongst the most successful ever for our group. It reflects, in particular, the relevance of our new group enhanced value proposition toward divesting banks. This successful go-to market is, as you know, orchestrated by our central M&A team jointly with our newly created division, merchant services for financial institution business unit within our MS organization.

As you know, since the closing of Ingenico, we have, with the collaboration between these two entities, successfully executed four acquisitions, out of which three joint ventures or bank partnerships. It is a splendid start for this MSFI business unit.

Now, if I want to take a step back and to share with you a broader view of these achievements and the very material add-on it represents for our Worldline Merchant Services BU, I can share with you first that through the four acquisitions signed since the closing of Ingenico, including ANZ, we strongly extended our geographical presence. We brought an additional 375,000 merchants to our 1 million merchant portfolio at the closing of Ingenico.

We are adding 3.3 billion transactions versus the 19 billion transactions at the closing of Ingenico. Financially speaking, these four acquisitions combined are representing EUR 300 million added revenue to our merchant services business unit. This revenue growing double digits and generating an average 24% OMDA margin with potential upside fueled by operating leverage and combined EUR 50 million synergy. Sub-message.

While we won these deals through competitive divestment processes against the U.S. and European peers, these transactions have been executed at an average OMDA multiple of circa 16 times before run rate synergy, which is well below the group average and thus creating immediate value for all stakeholders, which is clearly showing the ability of Worldline to convince banks without overpaying.

To make a last comparison and repositioning the size of these combined operations, the combined contribution of these four acquisitions are representing circa 60% of what SPS SIX Payment Services brought to Worldline at the acquisition time, and circa 14% of our Merchant Services 2020 pro forma figures.

We are, with the team, in full execution of our strategic roadmap in parallel of the Ingenico integration, pursuing the expansion of our merchant services activities all across Europe to provide, at scale, our offers to merchants and now numerous bank partners. Turning to the operational takeaways.

First, we have delivered, as you could see with Eric comments, a very solid organic performance over this semester on all parameters. Eight months after the closing of the Ingenico transaction, this is definitely highlighting the relevance and all the benefits that we start to harvest from this remarkable combination. Second is that we are in full speed regarding the execution of the Ingenico synergy roadmap. Marc-Henri mentioned it.

We are fully confirming our EUR 66 million objective for 2021, and these synergies, I remind, will come on top of the third year of the SIX Payment Services synergy plan contributing for an additional EUR 27 million this year. Last, and certainly the most important, Worldline is fully ready at the turn of the second semester to take advantage and capture the strong post-COVID growth momentum during the second half and beyond in the coming years, and to continue a very robust margin expansion and solid free cash flow conversion.

Based on this solid H1 2021, with the ongoing recovery in transaction volume seen starting from the end of March and the modeling presented by Eric earlier, I fully reiterate our 2021 guidance with at least mid-single digit revenue organic growth and OMDA margin improvement by circa 200 basis points compared to the 2020 pro forma margin of 23.9%, including Ingenico that we are basing.

Finally, an OMDA conversion rate into free cash flow of circa 50%. Now to conclude, I am very pleased to announce that we will hold our investor day on October 27th, 2021 in Paris, during which we will present our new three-year strategic plan. Hopefully, for the time being, it will be a live and in-person event with our leadership team presenting you the new Worldline and its midterm ambition.

We will come back to you in the months to come with all the details. Thank you very much for your attention so far. I am now ready with Marc-Henri Desportes and Eric Heurtaux to take your questions. Operator?

Operator

Thank you, sir. As a reminder for questions, please press star one on your telephone keypad and wait for your name to be announced. Your first question comes on the line of Josh Levin from Autonomous Research. Please ask your question.

Josh Levin
Analyst, Autonomous Research

Hi. Good morning. Excuse me. I have two questions. Gilles, as you pointed out in recent months, you've announced deals in Italy, Greece. Now the Nordics, but they've all been on the smaller side. Does this mean the era of big transformative acquisitions is over, and the strategy going forward will likely focus on consolidation through multiple smaller acquisitions and deals?

The second question, on slide nine, you show how 2021 volumes have tracked above 2019 levels year to date, even much more so in 2Q 2021. Some of your peers in Europe have only seen positive volume growth versus 2019, starting in May, and yet they've given a higher revenue growth guidance than you have. How can we reconcile that? To what extent have you baked in conservatism into your guidance? Is it maybe the take rate on these volumes is lower or something else altogether?

Thank you.

Gilles Grapinet
Chairman and CEO, Worldline

Hi, Josh. Good to hear you. Well, I will take your first question. I will probably then give the floor to Eric for the second one, and maybe also add my own comments. Well, what I can say to your first question is that we have clearly two tracks in action. Indeed, what I wanted to share with you is that we actually have a very significant stream of banks divesting, let's call them medium-sized portfolios or payment activities.

It is a great journey to go after country by country these local portfolios, because reality is that this is also the way Europe is structured. You have still many domestic banks having primarily a local position or just a big position in a country, and sometimes adjacent position in the neighboring countries. If you want to consolidate European payments, you need also to go after these assets.

The good news here, as you could see over the last month, is that there is a very solid trend for banks and local domestic champions divesting these payment activities. We want absolutely to go after these ones. It is also one of the ways to build a big champion for European payments. It is also made of these series of medium-sized acquisitions.

The benefit, as I mentioned in my last comment in the conclusion, is that if you look at it from a financial standpoint, it represents a super opportunity for the group. Not only in terms of business, because in the end, if you pilot these deals, you start to have something which is very material in terms of impact to the business, the geographic reach of Worldline.

Also financially speaking, it is fantastically value creative for our stakeholders, given the average multiple at which we can acquire these assets versus our current multiple. On top of that, the very huge synergy potential these deals represent. Not even talking about the fact that being medium-sized, of course, execution risk is extremely well controlled.

For all these reasons, this leg will go on, and we are extremely keen to pursue it in these medium-sized deals, piling up together to pursue expanding the group presence wherever these opportunities will appear. This said, of course, the era of big transformative deals is absolutely not over at all. The consolidation trend is still there. Larger banks will also participate into this game, as you know, as they started in some countries or in the past years.

It happens just that these opportunities are by definition a bit less numerous than the medium-sized ones. It is also a growth curve in terms of concentration of the payment volumes. It will take place. We are also working on this. Of course, there can be also, as we saw in 2019 and in 2020, mergers between pure players, not related to bank ownership here.

As we saw in the U.S. or in Europe, the next big era of big deal can also take place between pure players. It is clearly an M&A strategy with two legs. We wanted to industrialize with the creation of the merchant services for financial institution. We wanted to industrialize our go-to market to capture the medium-sized deal, and we are super happy to see how well it works. Eric?

Eric Heurtaux
CFO, Worldline

On the second question, indeed, we have enjoyed growth versus 2019 in numbers of transaction, which translated also in growth versus 2019, as I said, or close to growth in most of our service units in H1. We have seen, as our peers, an acceleration of course, in May and June. We ended up with a very strong growth in Q2, as you could note. In particular on MS, where our growth rate for the quarter reached 19%. I think this is to this number that most of our peer compare themselves.

They are more skewed towards these activities. Now we have a blend of activities within our portfolio, which gives us also some resilience. You remember that last year we resisted quite well to the tough period we experienced.

All in all, this is this blend with, of course, MS being at the forefront, that brings us to believe that we should grow double digits in H2.

Gilles Grapinet
Chairman and CEO, Worldline

Thank you. I would like just to add as a last comment, that the guidance on the revenue, as you certainly noted, Jos, is very carefully crafted, and it says at least mid-single digit. I believe you can see what it means. It will also a bit depend on the robustness of the recovery that we've been having.

Josh Levin
Analyst, Autonomous Research

Thank you very much.

Operator

Your next question comes on the line of James Goodman from Barclays. Please ask your question.

James Goodman
Analyst, Barclays

Good morning. Thanks very much. Congratulations on the deals this quarter. Maybe starting with one actually on the acquisition that you've announced in Italy. Clearly, there's a very strong competitor in that market, and I'm not asking you to comment too explicitly on that. We've seen you defend your strong positions in places like Belgium and Switzerland very well over the years.

Really, I guess this extends to some of the other markets where you're entering with the sort of smaller positions initially. Can you just talk about your aspirations in somewhere like Italy and the extent to which you think you can compete against some very strong sort of domestic distribution in that market? Maybe as a follow-on more explicitly to the Italy question, you've historically not competed in that market because of the processing arrangement that Equens has with Nexi.

Should we just take this as confirmation that relationship is fully ending at the end of this year, and can you just confirm that any sort of headwind from that is fully within your expectations? Secondly, if I could come back on the terminal strategic review, and Gilles picking up on your commentary near the end of the pre-prepared remarks around two options for that unit.

To some it might sound like a slightly increased preference, perhaps for keeping it. Wondered if you could comment on whether there's been any change in your thinking for any reason as you progress that review, whether you sort of see a strong recovery in that asset that you sort of want to benefit from or anything like that. The French press is talking about one main bidder remaining for that.

Anything you can confirm or deny there in terms of reaching exclusive negotiations? Thank you.

Gilles Grapinet
Chairman and CEO, Worldline

Many thanks, Jim. With the CEO, Marc-Henri Desportes, maybe on the first one.

Marc-Henri Desportes
Deputy CEO, Worldline

Yeah. On the first one. It's true we managed to hold very well our position where we had a much bigger market share in Belgium and Switzerland. This being said, we grow even more where we had a change of position. Typically, historically in Germany, now it is with a much bigger position since the merger with Ingenico. Before that we were growing very well and now we are even going slightly faster, but not having a dominant market share in Germany.

We grew much faster than the rest of the group in Czech Republic. Of course, in the Nordics, Worldline was growing faster than the rest also. When you have a change of position and the strength of the global platforms, a good product mix, and global solutions, you can definitely do better than a player with a much bigger market share.

We have done it in the past. I don't see any reason not to do it again. I can add to that we were in fact having just a 1% market share in Italy before this deal. Italy being a big country, it's not that small, and we were growing with a very, very solid double digit, sometimes nearly in some years nearly triple.

It was a very good position for us and we believe that through our knowledge or historical track record in countries where we had a change of position, the potential is absolutely extremely big, and we are very confident in delivering our plan. The relationship with Nexi, part of it historically has been renewed over the past year. Part of it, obviously, they stated in their plan that with the announced merger with SIA will be rediscussed.

I must say the question will be when this deal is materializing and how fast do we want to materialize this evolution. It is obviously their decision from that point of view. We are very much willing to continue working with them in a logic of co-petition that we see currently in the payment market. It's not as simple as ending a relationship. It's not what we are foreseen.

Gilles Grapinet
Chairman and CEO, Worldline

Many thanks, Marc-Henri. Regarding your question on GSS, Jim, as a matter of fact, the strategic review has been going through steady progress over H1, and we have eliminated many options. It's what I am sharing with you today when I say we have only two remaining options on the table now, which is either a divestment to a new owner of quality that we would trust to drive GSS transformation, based of course, on the solid partnership with Worldline for the years to come, because we would source from CNP for the years to come.

To keep it within the group to initiate further the transformation, to bring it to the next level. Also to go into a more stable post-COVID environment and revisit, at this moment in time, the shareholding issue.

Nonetheless, we have made very clear in our mind that we want to also now close many other options that won't be any longer on the table, like an IPO, like a minority partnership, like partnering with strategic players, like the distribution to our Worldline shareholders. We've been making a very, very thorough analysis and now are only on the table remaining these two options.

Of course, I'm not going to comment on any particular rumor. I can only say that we have two solid stream on the table. Indeed, we are confident that in both cases we can create value. The only question remaining is where do we find the most value? We know that we would create value in both cases.

James Goodman
Analyst, Barclays

Very much appreciate it. Thank you.

Operator

Your next question from the line of Stéphane Houri from ODDO. Please ask your question.

Stéphane Houri
Analyst, ODDO BHF

Yes. Good morning. Thank you for the questions. The first one is a follow-up from the previous one on TSS, about the timeline that you are setting for yourselves. Are you now saying that you may not have executed the strategic option before the end of 2021, and that it could be in H2 2022? That's the first question.

The second question is on the impact on the Delta variant on the H2 outlook, because when you reiterated your guidance at the end of Q1, the outlook was more to think that there will be a collective immunity in the second half. Now with this fourth wave that is coming, this scenario of collective immunity is unlikely in the short term, but you are still reiterating the guidance. Can you share with us what are the moving parts here? Thank you.

Gilles Grapinet
Chairman and CEO, Worldline

Yeah, sure, Stéphane. Good morning to you. I will take both questions, as a matter of fact. On TSS, let me be very clear, we don't change at all the timeline. We still expect to have made a decision and started to execute on the decision this year in 2021. Regarding the Delta variant or what could be the so-called fourth wave, what I can say is the following.

We are strongly believing in our guidance in the current context and given the information we have and the analysis we are having internally, and of course, looking at cross-checking many information with the outside world. For the time being, we have not seen any significant governmental measures that is refraining the actual reopening of the economies at scale in our major country.

Governments are obviously unanimously pushing hard on vaccination deployment with whatever type of measures, health pass, mandatory vaccination, et cetera, to protect precisely economic recovery and avoid to impose on their population any significant widespread lockdowns or confinements like the one we saw over the last waves.

It is still very, I think, France, where you live also, is a very good example of this willingness of governments even to face sometime contestations locally, but to protect the economy and to protect the freedom of the citizen and the business. By the way, all what we see is totally consistent with the underlying scenarios that have been shaped by the group and remembered by Eric in his comments.

By the way, additional comment I want to share with you, Stephan, is that all the trends on transaction volume, the trends that we are measuring until mid-July remain very strong. Always also well above 2019 level, despite the fact that already in certain countries, the Delta variant has known some progresses.

At this stage, even when we are looking at the travel side of the business, we have not seen any significant impact on the recent evolution of the Delta variant and the health situation, i.e., no debooking of what we could observe on our main travel-related sectors, whether was it airline or hotel stay, et cetera. I believe that only a massive stop in vaccination ramp-up or strict lockdown generalization could probably interrupt the expected normalization that is supporting our guidance.

Stéphane Houri
Analyst, ODDO BHF

Okay. Thank you very much. That is very clear. Thank you.

Operator

Your next question come on the line of Mohammed Moawalla from Goldman Sachs. Please ask your question.

Mohammed Moawalla
Analyst, Goldman Sachs

Yes. Hello. Hi to you. Hi, Marc-Henri. Eric. Thanks for taking my questions. I had 1 on the margins. Can you give some color on how much of the margin expansion in the second half is coming from revenue acceleration dropping through, how much is coming from synergies and any other OpEx optimization? Can you provide an update on large bank outsourcing contracts in the pipeline?

Perhaps, you can provide some color on which countries you are most active in terms of discussions. Finally, following up on the terminal comments, can you give some color on the reason for not considering the other options? Is it valuation driven or is it more strategic? Thank you.

Eric Heurtaux
CFO, Worldline

I will take the first one, Eric speaking. Actually, in terms of margin evolution for H2, it's probably a combination of the three items you mentioned, not surprisingly. What you can guess is that the most secured one is the synergy. From the presentation of Marc-Henri, you understand that we are very confident on this first year of synergy and that this one is now fully secured. This one is definitely there.

There is also some top-line extension we expect. You got it. We expect a double-digit growth and cooperating leverage. This should generate some margin expansion as well. I think the last one, which is more an adjustment variable that we may use, is the OpEx. Of course, if the situation was tougher on the top line, we may decide to optimize a bit more our cost.

When at the opposite, and this is the scenario we would prefer, in case the top line is evolving very well, we would reinvest in order to be able to take benefit of a top line in H2 but also next year. This is really a combination of those three that we will be in a position to deliver the significant improvement for the full year, reaching this 200 basis points that we have factored in our guidance.

Gilles Grapinet
Chairman and CEO, Worldline

Thank you Eric. Marc-Henri?

Marc-Henri Desportes
Deputy CEO, Worldline

On the larger outsourcing deals, as I said in my presentation, we are enjoying a very solid pipeline, which improved booking quality and value over the recent period in the financial services business, a lot of new business. We've a good diversification of types of deals, some are on back office of payments, account payments over on card payments, issuing payments in particular.

We also have, we announced a deal on Luminor. We have some others on ATM outsourcing, which banks now tend to consider as a commodity, and they are looking for partner to modify this part of their portfolio. Diversity in type of deals, diversity in geographies, in a lot of our core classical geographies, Northern Europe, Germany, and others. There is diversity in the mix of countries and types of deal.

Gilles Grapinet
Chairman and CEO, Worldline

What we can say maybe, Marc-Henri, is that there are, I think, a few banks that are also putting on the table things that we did not see the past years recently. For example, Pan-European consolidation, outsourcing opportunities, banks that are having multiple operations in different countries trying to regroup all that under one contract with one of the processors.

Marc-Henri Desportes
Deputy CEO, Worldline

Yeah. Through an evolution linked to probably strategic consultants that now manage to convince bank, I would say, top management that a deeper strategic review of their portfolio would make sense, and there is more value to be created by stronger outsourcing, which is a momentum that has taken probably a new moment, a new dimension, thanks to the COVID pressure.

Gilles Grapinet
Chairman and CEO, Worldline

Yeah. Regarding your third question on there some reasons for which we actually do not retain certain options of the future of TSS, like an IPO, for example. Clearly, I believe for an IPO, the time, the window is not there. It can be a very valid option for a business like TSS. It has the size, it has the global reach, and it has the leadership position. We believe it would be probably better in a post-COVID normalized environment to present the case to investors.

Also probably to wait that we have 12 to 18 months more of the transformation on PPaaS and TaaS with further proof points for an IPO, for example. We have been looking at the minority shareholding. Minority shareholding would not really bring the extra boost of a majority financial sponsor could bring to the business.

We tend to believe it would be a less favorable option. We try also to make our lives simpler with two very clear-cut options. Either establishment of a controlling stake with a financial sponsor that could bring extra muscles, more investment, and support the management team. Of course, a solid partnership with Worldline for the business.

We keep it, we initiate the transformation, let's say in 18 months, maybe we revisit the topic depending where we are, both in the macro environment around us and in term of success on the transformation. In both case, I reiterate, we are very comfortable that we have value creative options ahead of us, and we are ready to execute on the timeline I already mentioned, answering Stéphane's question.

Mohammed Moawalla
Analyst, Goldman Sachs

Great. Thank you so much.

Operator

Your next question is on the line of Sandeep Deshpande from J.P. Morgan. Please ask your question.

Sandeep Deshpande
Analyst, J.P. Morgan

Yeah. Hi. Thanks for letting me on. My question is, maybe you'll go to answer this at your capital markets day later in the year. When you look at Worldline today, it is a merchant services activity, financial services activity. Do you plan to get into other parallel activities along this journey?

Gilles Grapinet
Chairman and CEO, Worldline

Sandeep. I recognize, Sandeep, the depth of your understanding of the payment market. Let's wait for the investor day, indeed. There are interesting adjacent sectors that could be addressed by a company like Worldline. I don't want to disclose here earlier than in the investor day what we could do in the vast payments ecosystem. You're right. We are working hard ourself on the strategic direction we could give to the business.

We both know, because we talked about it together already, that there is, for example, a segment that we have not really seriously addressed. We are primarily a retail payment organization. We know also that there is a vast market that is much less structured, that is B2B payments, for example. It is also a topic that we are monitoring very closely with our strategy team and business teams.

Let's get back together in person fully on the 27th of October to share with you some thoughts and some action that the company could initiate in the coming years.

Sandeep Deshpande
Analyst, J.P. Morgan

Thanks, Gilles. You've announced the Handelsbanken deal today. Are there more such bolt-on deals in the pipeline that you are working on at this point?

Gilles Grapinet
Chairman and CEO, Worldline

Yes, indeed there are.

Sandeep Deshpande
Analyst, J.P. Morgan

Thank you so much.

Gilles Grapinet
Chairman and CEO, Worldline

Thank you, Sandeep. Last question, maybe, guys, because we are coming to the end of this hour.

Operator

Okay, sir. Your next one comes on the line, Alexandre Faure from Exane and BNP Paribas. Please ask your question.

Alexandre Faure
Analyst, Exane BNP Paribas

Hi, good morning. Thanks very much for squeezing me in. I've got a couple of follow-ups and a question. One is on this M&A around bolt-ons. As you highlighted, you announced four deals this year, I think so far. Perhaps we'll see a little bit more. When you look at your group and this newer business unit, Merchant Services FI, how many bolt-ons do you think you can actually integrate into the Worldline group every year?

That'd be my first question. Second one would be a bit more detail on those larger deals in FS, Marc-Henri, if you can. I think in the past, you used to say that large deals could be sort of EUR 200 million of TCVs over 10 years.

The group is now quite a lot bigger, is it still the sort of rough number we should have in mind, or could this be even larger? Finally, my one question would be around this growth rate you're guiding for your acquisition in the Nordics of several digits. Could you please unpack this a little bit for us, what's coming from market growth, what could be upsell, cross-sell, would be share gains? Just trying to understand the dynamics here.

Gilles Grapinet
Chairman and CEO, Worldline

Hi, Alexandre Faure. Good morning. Just Alex, maybe on the first one, the point of MSFI is to try to make Worldline for this type of medium-sized deal really a plug-and-play platform. This is really what Worldline is for. To be able, never being constrained by our ability to do this. Also, I mentioned sooner that we love this deal because there are much less execution risk and also much less complexity sometimes than in a very large-scale deal.

On top of being super interesting financially, they are very attractive. If you compute the synergy, you can see that my circa 15x , which before synergy can go much lower than that post-synergy run rate. This is really super lucrative. Marc-Henri, maybe I'll let you take the floor from there.

Marc-Henri Desportes
Deputy CEO, Worldline

No, no, clear. This is a team that has grown superbly over the last month and has shown a capacity to grow and to integrate talents coming from the post-merger integration pool, and also talents from deal-making. I think we're already in the momentum of continuing their growth and their journey. We don't put to this team a limit. Coming to FS outsourcing deal, I think the driver of the size of the deal is the market rather than our side. Our side can allow us to have a stronger reach and to be even more connected and more relevant for deals.

I think when we announced the UniCredit deal, it was the biggest deal on the European market.

Gilles Grapinet
Chairman and CEO, Worldline

Ever.

Not us who are a limiting factor. It is the market who need to evolve and to mature. From that point of view, we see, as Gilles was mentioning it, an evolution. It will evolve at the rhythm of the market. At this stage, we are still glad to see three-digit number deals as big deals and we continue looking at them in this way.

Alexandre Faure
Analyst, Exane BNP Paribas

And to-

Gilles Grapinet
Chairman and CEO, Worldline

That question maybe was maybe more for you, Eric.

Eric Heurtaux
CFO, Worldline

On the growth of the Nordic, actually, indeed, your question is very valid because you know this market is already very penetrated, still growing, so that the market trends will continue to support the growth. You're right, this is mostly through the combination with our Bambora platform, which is a fantastic growth engine that we have inherited from Ingenico. We believe we can boost the growth for this acquisition through upsell, cross-sell, and market share gain. Bambora itself was growing significantly more than the market, and we believe that we can apply this recipe on a larger scale, integrating indeed Handelsbanken.

Gilles Grapinet
Chairman and CEO, Worldline

It is not only us believing so, because I think it has been also one of the reasons of the choice by Handelsbanken of Worldline is precisely.

Marc-Henri Desportes
Deputy CEO, Worldline

Yeah, it is the.

Gilles Grapinet
Chairman and CEO, Worldline

We have a commercial alliance with them and of course this double-digit track record in the Nordic market has been, I guess, also a proof point of our ability to be the right partner. Okay, guys?

Alexandre Faure
Analyst, Exane BNP Paribas

Got it. Thank you.

Gilles Grapinet
Chairman and CEO, Worldline

Many thanks for your question and being with us this morning for this important rendezvous of the group. We really look forward confidently, hopefully, in H2 to roadshow with you in person and to more importantly, maybe again, welcome you in person at the time of our investor day at the end of October. Stay safe, enjoy the summer break, and maybe, of course, in the coming days, happy to interact with you as part of the road shows or the interaction with our IR team. Goodbye.

Eric Heurtaux
CFO, Worldline

Bye-bye.

Marc-Henri Desportes
Deputy CEO, Worldline

Bye.

Operator

This concludes today's conference call. Thank you for participating. You may now disconnect.