WEX Signs Definitive Agreement to Acquire eNett and Optal

• Aligns with WEX’s global growth strategy by extending the Company’s leadership position in the attractive Travel market
• Accelerates WEX’s revenue growth and is accretive to adjusted net income EPS in the first 12 months
• Provides significant global geographic diversification while reducing WEX’s exposure to macro-economic fluctuations
• Complements WEX’s technology and product portfolio, extending our suite of global travel offerings

WEX , a leading financial technology service provider, announced that it has entered into a definitive agreement to purchase eNett, a leading provider of B2B payments solutions to the travel industry and Optal, a company that specializes in optimizing B2B transactions, for a total consideration of approximately $1.7 billion, including approximately $1.275 billion in cash and approximately 2 million shares of WEX common stock paid to the sellers. WEX is acquiring eNett from Travelport and its owners, affiliates of Siris Capital Group, LLC and Elliot Management Corporation’s private equity affiliate, Evergreen Coast Capital Corp. WEX is acquiring Optal from private shareholders. The two companies, which are already highly integrated companies, will be fully integrated under WEX’s ownership.

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“The combination of WEX’s travel business with eNett and Optal further strengthens our leadership in the global travel marketplace,” said Melissa Smith, WEX’s Chair and CEO. “In particular, this transaction strengthens our position outside of the US, adds a unique but complementary product suite, and brings a talented team with expertise in operating in international markets. We are confident this transaction will enable us to accelerate our growth by deepening and expanding our position in the global travel market, broadening our product offerings to more fully address the needs of our Travel customers, and diversifying our business geographically while reducing our exposure to macro-economic factors.”

Anthony Hynes, Managing Director and CEO of eNett commented, “We are pleased to be joining forces with WEX to offer leading travel companies globally an enhanced and unrivalled suite of innovative payments solutions. We look forward to working with the WEX team to successfully integrate our complementary assets, including our technology, products, and most importantly, our people.”

“As a combined company, we will be uniquely positioned to address the most complicated payment challenges of travel companies across the globe. We are excited about the future and look forward to the opportunity to reach a broader set of customers,” said Robert Bishop, Managing Director and CEO of Optal.

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Combination Benefits

• Accelerates WEX’s global growth strategy. Since 2016, eNett and Optal have grown purchase volume at a compounded rate of 36% on a combined basis, which will further strengthen WEX’s travel growth engine. We anticipate the combined business will grow revenue at the long term segment targets of 10%-15% communicated at our investor day.
• Extends WEX’s leadership in the large and growing global travel market. The combined enterprise will be well positioned to capture volume in the global travel market, and specifically the online travel market which is expected to grow bookings at approximately 9% per year through 2023, according to Phocuswright. This represents twice the rate of growth compared to the overall travel market.

• Further diversifies WEX’s business. This acquisition further reduces WEX’s exposure to macro-economic fluctuations, while providing geographic diversification in its travel business, which aligns with our previously stated strategy. Through this combination, WEX will have greater presence in the EMEA and APAC regions.

• Strengthens WEX’s technology and product portfolio. An unrivalled combination of complementary assets and suite of payment offerings from WEX, eNett, and Optal for travel customers globally. This includes a redundant and geographically-dispersed technology platform to further support customers.

• Enhances WEX’s strong financial profile. The acquisition is expected to be accretive in the first twelve months to WEX’s adjusted net income EPS, with expected run rate synergies of $25 million within 24 months following the closing of the transaction, excluding the costs to achieve the synergies.

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Transaction Details

Pursuant to the terms of the agreement, WEX will acquire eNett and Optal for total consideration of approximately $1.275 billion in cash and approximately 2 million shares of common stock paid to the sellers. The cash portion of the transaction is being funded through a combination of cash on hand and new debt. The WEX common stock issued in connection with the transaction is valued at approximately $425 million, based on WEX’s volume-weighted average price over the past 30 trading days prior to signing.

The transaction, which has been unanimously approved by the WEX board of directors, is expected to be completed mid year in 2020, subject to regulatory approvals and other customary closing conditions.

BofA Securities and Grant Samuel are acting as financial advisors and Clifford Chance and Wilmer Cutler Pickering Hale and Dorr LLP are acting as legal advisors to WEX. Credit Suisse Securities (USA) LLC and LionTree Advisors are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel, to eNett. Herbert Smith Freehills is acting as legal advisors and Financial Technology Partners acted as advisors to Optal.

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