Nayax Completes Acquisition of Retail Pro International
November 30 2023 - 4:30PM
Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement
payments and loyalty platform designed to help merchants scale
their business, today announced that it has completed the
acquisition of Retail Pro International (“Retail Pro”), a global
leader in retail Point of Sale (“POS”) software with Tier 1 global
brand names across the world.
The transaction was completed for an implied enterprise value of
$36.5 million on a cash-free debt-free basis, to be paid partially
in cash and the remainder in cash or equity, subject to certain
earnout targets being met. The acquisition meaningfully expands the
scope of Nayax’s retail business and solutions to over 9,000
retailers in more than 100 countries, including access to an
extensive, worldwide distribution network. The combined businesses,
together with Retail Pro’s 80 distributors, create a powerful and
complete solution with Nayax’s payment and loyalty platform,
including significant cross-sell opportunities.
“Today’s closing of the Retail Pro International acquisition
marks the beginning of our journey to accelerate the scale in our
attended retail business and rapidly expand our global reach by
tripling our distribution network,” said Yair Nechmad, Nayax Chief
Executive Officer and Chairman of the Board. “Our combination of
embedded payment with a POS software offering gives Nayax a
vertically integrated solution that can serve most customers
demanding a full, comprehensive solution, allowing them to manage
their entire retail operations from one platform. We are excited
and looking forward to focusing on our integration and executing
our shared mission.”
Transaction Details
- Purchase consists of an initial payment of approximately $20
million in cash at closing and the remainder, subject to certain
earnout targets being met, paid over three years in either cash or
equity as determined by Nayax.
- $2 million of deferred revenue is to be treated as a reduction
to the purchase price.
- Nayax financed the initial payment with bank financing from
Bank Hapoalim.
- For the fiscal year 2022, Retail Pro generated approximately
$14 million in adjusted revenue and approximately $4 million in
Adjusted EBITDA.
- The transaction is expected to deliver both revenue and cost
synergies from optimizing the combined operations of Nayax Retail
and Retail Pro.
Advisors
Tiberius Capital Markets, a division of Arcadia Securities,
served as financial advisor to Nayax. Reed Smith and Herzog Fox
Neeman served as legal advisors to Nayax. Perkins Coie served as
legal advisor to Retail Pro.
Forward-Looking Statements
This press release contains statements that
constitute forward-looking statements. Many of the forward-looking
statements contained in this press release can be identified by the
use of forward-looking words such as “anticipate,” “believe,”
“could,” “expect,” “should,” “plan,” “intend,” “estimate” and
“potential,” among others. Forward-looking statements include, but
are not limited to, statements regarding our intent, belief or
current expectations. Forward-looking statements are based on our
management’s beliefs and assumptions and on information currently
available to our management. Such statements are subject to risks
and uncertainties, and actual results may differ materially from
those expressed or implied in the forward-looking statements due to
of various factors, including, but not limited to: our expectations
regarding general market conditions, including as a result of the
COVID-19 pandemic and other global economic trends; changes in
consumer tastes and preferences; fluctuations in inflation,
interest rate and exchange rates in the global economic
environment; the availability of qualified personnel and the
ability to retain such personnel; changes in commodity costs,
labor, distribution and other operating costs; our ability to
implement our growth strategy; changes in government regulation and
tax matters; other factors that may affect our financial condition,
liquidity and results of operations; general economic, political,
demographic and business conditions in Israel, including the
ongoing war in Israel that began on October 7, 2023 and global
perspectives regarding that conflict; the success of operating
initiatives, including advertising and promotional efforts and new
product and concept development by us and our competitors; factors
relating to the acquisition of Retail Pro, including but not
limited to the financing for and payment of the acquisition and our
ability to effectively and efficiently integrate the acquired
business into our existing business; and other risk factors
discussed under “Risk Factors” in our annual report on Form 20-F
filed with the SEC on March 1, 2023 (our "Annual Report"). The
preceding list is not intended to be an exhaustive list of all of
our forward-looking statements. The forward-looking statements are
based on our beliefs, assumptions and expectations of future
performance, taking into account the information currently
available to us. These statements are only estimates based upon our
current expectations and projections about future events. There are
important factors that could cause our actual results, levels of
activity, performance or achievements to differ materially from the
results, levels of activity, performance or achievements expressed
or implied by the forward-looking statements. In particular, you
should consider the risks provided under “Risk Factors” in our
Annual Report. You should not rely upon forward-looking statements
as predictions of future events. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee that future results, levels of
activity, performance and events and circumstances reflected in the
forward-looking statements will be achieved or will occur. Each
forward-looking statement speaks only as of the date of the
particular statement. Except as required by law, we undertake no
obligation to update publicly any forward-looking statements for
any reason, to conform these statements to actual results or to
changes in our expectations.
About Nayax
Nayax is a global commerce enablement, payments and loyalty
platform designed to help merchants scale their business. Nayax
offers a complete solution including localized cashless payment
acceptance, management suite, and loyalty tools, enabling merchants
to conduct commerce anywhere, at any time. With foundations and
global leadership in serving unattended retail, Nayax has
transformed into a comprehensive solution focused on our customers'
growth across multiple channels. Today, Nayax has 9 global offices,
approximately 800 employees, connections to more than 80 merchant
acquirers and payment method integrations and is a recognized
payment facilitator worldwide. Nayax's mission is to improve our
customers' revenue potential and operational efficiency. For more
information, please visit www.nayax.com.
About Retail Pro
International
Retail Pro International (“Retail Pro”) has a 30+ year brand
history as a global leader in retail Point of Sale (“POS”) software
and is recognized world-wide as a market leader for its rich
functionality, multi-national capabilities, and unparalleled
flexibility. Retail Pro offers an integrated platform and
innovative retail software solution (branded as “Retail Pro”) to
help retailers not only accept payments, but also optimize business
operations and transform their customer experience with deep
insights from integrated data. For more information, please visit
www.retailpro.com.
Investor Relations Contact:Virginea Stuart
GibsonVice President, Investor Relationsvirgineas@nayax.com
Public Relations Contact:Courtney Tolbert5W
PRctolbert@5wpr.com
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