On 3rd August 2021, Nexi S.p.A. (“Nexi”) and Alpha Bank S.A. (“Alpha Bank”) announced the launch of a strategic partnership with the signing of a Memorandum of Understanding (the “MoU”) regarding the spin-off of Alpha Bank’s merchant acquiring business unit into a new entity (“NewCo”) in which Nexi will acquire a 51% stake, as well as the signing of a long-term distribution agreement, providing the NewCo with access to Alpha Bank’s Network.
The agreement envisages the spin-off of Alpha Bank’s merchant acquiring business unit into a NewCo in which Nexi will acquire a 51% stake for a €157m cash consideration reflecting an Enterprise Value (“EV”) of €307m (for 100% EV) plus an earn-out up to €30.6m (corresponding to €60m for 100% EV), contingent on the achievement of certain financial targets of NewCo within its first 4 years of operations (the “Transaction”).
Entering into a long-term distribution agreement, providing the NewCo with access to Alpha Bank’s Network in order to distribute payment acceptance products and services to business customers of Alpha Bank in Greece.
The Transaction will establish a market-leading position in Greece for Nexi, with 150k POS terminals, €9bn of volumes contributing during 2022, €93m of revenues and €18m of pro-forma EBITDA pre-synergies.
The Transaction is expected to close in Q1 2022, subject to Nexi and Alpha Bank agreeing upon and finalizing the long-form contractual documentation of the Transaction and obtaining all applicable corporate and regulatory approvals and consents.
The Transaction is in line with Nexi’s selective investment strategy in markets with high-growth potential, representing a further step towards its path of creating value in a highly competitive and rapidly consolidating market.
The Transaction confirms once again Mediobanca strong relationship with Nexi, being the advisor of choice throughout all the transactions executed over the last six years since the disposal of former ICBPI to the Sponsors, the successful completion of the IPO and then all the M&A deals to build up the undisputed European paytech leader - including the acquisition of Setefi, Bassilichi, MPS, Deutsche Bank Italia, Intesa Sanpaolo, ex UBI merchant acquiring books as well as the recent mergers with SIA and NETS.
The Transaction reaffirms Mediobanca’s strong positioning in Southern Europe, being the advisor of choice for transactions taking place in Greek market.