Following the announcement made on 2 November 2020, Nexi, the PayTech leader in Italy, and Nets, a leading integrated Pan-European PayTech player active in 20 countries, today announce having signed a binding framework agreement regarding the combination of the two groups through an all-share merger (the “Merger”).
The Merger follows the announcement of a Memorandum of Understanding (MoU) in relation to the strategic combination between Nexi and SIA last month. Upon closing of the two transactions, that are not linked, the new combined group encompassing Nexi, Nets and SIA (the “New Group”) will become one of the largest pan-European PayTechs with scale, reach and breadth of capabilities to lead the continued transition to digital payments in Europe.
The combined company will provide enhanced future-proof innovative payment solutions across rails and channels, underpinned by a best-in-class operating model and technology stack. It will leverage a strong complementary presence across the most digitally-advanced and under-penetrated geographies in Europe, ranging from fast-growing Italy to the structurally attractive Germany/DACH and Poland/CSEE regions to the highly advanced and innovative Nordic countries. The New Group represents a winning platform that will be ideally positioned to furtherpursuing partnerships with banks and merchants in-market and across Europe.
The CEO of Nexi, Mr Paolo Bertoluzzo, commented: “The transaction, which follows the announced MoU for the merger with SIA, creates the European PayTech leader with the right scale and capabilities to best serve and support all our customers across Europe, from citizens to merchants, from partner banks to corporates, from public administration to other institutions. Nexi will transform into a European leader with access to a fourfold larger addressable market, still largely unpenetrated and growing double digit. The New Group, with reach in over 25 countries, will act as digitalization engine in Europe, driving the transition to digital and cashless. Nexi people, together, with our reference shareholders, are at the same time truly inspired by the vision of the New Group and committed to this new powerful step in our value creation journey. We are excited to join forces also with the highly talented people from Nets who are driving such an effective transformation of their company. This combination of passionate and highly competent professionals in the New Group has the true potential to fuel innovation in the payments industry across in Europe for years to come.”
The Group CEO of Nets, Mr Bo Nilsson, commented: “This transaction marks an important milestone in Nets’ journey to become a European payments champion, from our beginning as a domestic player in Denmark and Norway to our evolution into a pan-European pure play payments operator. Through constant innovation, and driven by the tremendous efforts of colleagues, Nets has re-shaped the Nordic and the broader European payments landscape, in creating ever more valuable solutions for our customers and stakeholders. We are incredibly excited to join forces with Nexi, with whom we will continue to shape the industry and capture significant growth opportunities across the sector through our presence in fast-growing regions like DACH and Poland. Denmark and the Nordics remain a key focus for the group, representing its international hub and drawing on the expertise Nets has built in serving one of the most digitally advanced regions in Europe. Today’s announcement is a true testament to the capability and dedication of everyone at Nets.”
Over the past 3 years, under the ownership led by Hellman & Friedman, Nets has undergone significant transformation and made new investments resulting in accelerated growth of its core business, both organically and through strategic M&A. Most recently this included the 2018 merger with Concardis which expanded Nets’ footprint to structurally attractive payment markets such as Germany, Austria, and Switzerland, as well as the expansion into fast growing Polish market through the acquisitions of Dotpay/eCard, P24, and PeP.
Synergies and value creation
The combined revenue of the New Group is estimated to be c.€2.9bn with c.€1.5bn EBITDA on a pro-forma aggregated basis for FY 2020E, including run-rate synergies. The combination of Nexi and Nets is expected to provide significant value creation with ~€170 million of estimated run-rate recurring synergies (before tax):
- ~€95 million in lower operating expenses through rationalization of IT and tech platforms together with the creation of shared services and excellence centres, and unified procurement.
- ~€60 million in revenue synergies, of which €40 million at EBITDA level, from cross-selling of digital solutions to SMEs, enhanced omni-channel proposition for large European merchant customers, and increased penetration in attractive verticals.
- ~€35 million in recurring capex synergies through at scale innovation and product development.
The framework agreement envisages a merger of Nets into Nexi and will be executed as an all-share merger whereby Nets’ shareholders will receive about 407 million new Nexi shares, resulting in a pro-forma ownership of 39% in Nexi for Nets shareholders (31% pro-forma for the SIA transaction). Nexi shares issued to Nets’ shareholders will be subject to a lock-up mechanism of up to 24 months post-closing.
Under the terms of the Merger, Nets is valued at an enterprise value of €7.8 billion, based on Nexi’s share price equal to €14.71 (as of 13 November 2020), resulting in an implied EV/EBITDA 2020E of 20x. In addition, a potential earn-out of up to €250 million will be payable in newly issued Nexi shares in 2022, contingent on the 2021 EBITDA performance of Nets.
The Group Board of Directors will be chaired by Michaela Castelli, current Nexi Chair. The New Group will be led by the current CEO of Nexi, Paolo Bertoluzzo, as CEO and General Manager, while the CEO of Nets, Bo Nilsson, will become non-executive Board member of Nexi and Chairman of the Board of Nets.
The transaction carries the full support of the reference shareholders of both Nexi and Nets, who will remain invested in the combined group. The merger will be subject to approval by relevant authorities and the process is expected to run in parallel to the combination with SIA, where confirmatory due diligence is ongoing and signing of binding documentation is expected within two months and closing in Q3 2021. Independent and sequential antitrust approval processes are envisaged for Nets and SIA transactions, with Nets merger intended to close earlier.
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This press release contains forecast information which hence are, as such, uncertain. The forecast information is based on various assumptions, expectations, projections and forecast data relating to future events and subject to multiple uncertainties and other risk factors out of the control of Nexi and/or Nets and/or the other parties to which they belong. Several factors exist which may lead to results and trends significantly different from the implied or express contents of the forecast information and, thus, such information does not amount to a reliable indicator of future performance. Nexi, Nets and the other parties mentioned in this press release undertake no obligation to publicly update or review the forecast information as a consequence of new information, future events or other reasons, except where required by applicable law.
About the Nets Group
At Nets, we see easier products and solutions as the foundation for growth and progress – both in commerce and society. With headquarters in Copenhagen, Denmark, and more than 4,000 employees located across Europe, we help financial institutions, businesses and merchants across Europe make tomorrow a little easier for their customers while delivering unrivalled security and stability. Powering payment solutions for an easier tomorrow. For more information please see: www.nets.eu
Nexi is the leading PayTech Company in Italy, listed on MTA of Borsa Italiana. They operate in strong partnership with ~150 partner banks based on an integrated end-to-end omni-channel technology which connects banks, merchants and consumers enabling digital payments. Nexi helps simplify payments for their clients and digitalize the Italian economy. Nexi operates in three areas: Merchant Services & Solutions, Cards & Digital Payments and Digital Banking Solutions. See more at www.nexi.it