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 and controlled by a consortium of private equity firms led by Hellman & Friedman (“H&F”), announce that they have signed a framework agreement (“FA”) regarding the combination of the two groups through an all-share merger (the “Merger”).
The Merger, which is consistent with the consolidation process underway at European and global level in the digital payments sector, follows last month announcement by Nexi of the signing of a Memorandum of Understanding in relation to the strategic combination between Nexi and SIA, which is independent of the
1 Including SIA and Nets run-rate synergies. Based on broker consensus estimates for Nexi in 2022; cash EPS calculated using the reported net income (excluding one off integration costs) to which total D&A (including D&A related to customer contracts) is added back net of tax
2 Pro-forma aggregated figures for 2020, assuming closing of both Nets and SIA transactions
3 Based on Nexi share price of €14.71 as of November 13th, 2020
Merger. The two transactions are not linked with each other but will each contribute to the ambition of creating a true European PayTech leader.
Upon closing of the two transactions, the new combined group encompassing Nexi, Nets and SIA (the “New Group”) will become one of the European PayTech leaders with the scale, reach and breadth of capabilities to drive from a leading position the transition to digital and cashless in Europe. The New Group will offer enhanced future-proof innovative payment solutions across payment rails and channels, underpinned by a best-in-class technology stack and professional capabilities. It will leverage a strong complementary presence across both the most digitally-advanced and under-penetrated geographies in Europe. The New Group represents a winning platform that will be ideally positioned to further drive new partnerships with banks and merchants in-market and across Europe. The CEO of Nexi, Paolo Bertoluzzo, commented: “The transaction, which follows the announced MoU for the merger with SIA, creates the European PayTech leader with unique 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 deeply committed to this new powerful step in our value creation journey. We are excited to join forces also with the highly talented people of 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 payment industry across Europe for years to come.”
The CEO of Nets, 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 payments pure-play operator. Through constant innovation, and driven by the tremendous efforts of colleagues, Nets has re-shaped the Nordic and 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 structurally attractive payment markets such as Germany, Austria, and Switzerland, as well as in the fast growing Polish market. Denmark and the Nordics remain a key focus for the group, 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.”
