According to the terms of the transaction, Nexi will acquire 80% of Sabadell’s merchant acquiring business, after its carve-out into PayComet, a fully owned Sabadell company and already a licensed payment institution, for EUR 280 million upfront cash consideration. Nexi will finance the transaction entirely through available cash resources. A long-term exclusive distribution partnership is also agreed, with an initial term of 10 years and two potential renewals of five years each.
Following completion of the transaction, Nexi will acquire over 380,000 merchants and approximately EUR 48 billion of transaction volumes as of December 2022. The merchant acquiring business is expected to generate an EBITDA of around EUR 30 million based on 2023 figures, resulting in an implied EV/EBITDA 2023E of approximately 11.5x.
Sabadell is committed to the payments sector and intends to become a strategic partner of Nexi in Spain, while also being the exclusive distributor for innovative Nexi solutions in the country, unlocking access to banking distribution capabilities with around 1,200 branches. The partnership will see full alignment of interests to drive accelerated growth and further upside through rebate mechanism plus potential earn-outs mainly subject to the achievement of accelerated growth financial targets.
This transaction, which takes place in the context of an increasingly competitive European market, is consistent with the strategic vision of Nexi and will contribute to the strengthening of its presence in Europe, further expanding its merchant acquiring operations, while increasing revenue diversification. Spain is the fourth largest economy in the Euro area, with a positive macro-economic outlook and a sizable payments market with high consumer spending, underpinned by low card penetration at 38% and significant growth potential, as per the press release.
Sabadell is a merchant acquirer in Spain with a significant market share across the full acquiring value chain. It also has a differentiated and innovative client value proposition and a highly experienced management team, focused primarily on the fast growing and higher margin SME segment.
As a result of the transaction, Sabadell customers will be able to benefit from the technological solutions and the innovative services developed by Nexi, leveraging its distinctive acquiring capabilities to manage digital payments acceptance. Sabadell thus underlines its commitment to continuing to improve its value proposition and customer experience in a key market for the bank, thanks to the technological capabilities and advanced digital services that Nexi supplies to provide user friendly, faster, and safer solutions to customers.
The above-mentioned transaction is expected to close by 4Q23, subject to obtaining all applicable corporate and regulatory approvals and consents.
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