Nexi S.p.A. and SIA S.p.A. said Monday that they have signed a memorandum of understanding or MoU for the integration of the two groups through the merger by incorporation of SIA into Nexi. SIA is controlled by Cassa Depositi e Prestiti or CDP, through its subsidiary CDP Equity.
The MoU was also executed by the respective reference shareholders, CDPE3 and FSIA Investimenti S.r.l. as regards SIA, and Mercury UK HoldCo Limited, company owned by Bain Capital, Advent International and Clessidra funds, as regards Nexi.
The merger will be completed by incorporation of SIA into Nexi, on the basis of an exchange ratio which will see 1.5761 Nexi shares for each SIA share. Based on current trading prices, the New Group will have an aggregate capitalization of over 15 billion euros.
On completion of the merger, current SIA shareholders will receive a stake in the share capital of the New Group equal to about 30 percent, while current Nexi shareholders will maintain a stake of about 70 percent.
The companies said they intend to complete the transaction by the summer of 2021.The entity resulting from the merger will remain listed on the MTA.
The transaction will create a European leader in digital payments, with about 1.8 billion euros pro-forma aggregate revenues and about 1 billion euros EBITDA as of December 31, 2019. The transaction will also generate a double-digit cash earnings per share accretion in 2022.
The New Group will be the largest Group in Continental Europe by number of merchants, by number of cards, by number of acquiring transactions and number of cross-border payment transactions, with about 2 million merchants, about 120 million cards, and an overall number of processed annual transactions equal to more than 21 billion.
Taking into account expected synergies, the new company will benefit of aggregate revenues proforma as at 31 December 2019 equal to 1.8 billion euros, an adjusted EBITDA equal to 1.0 billion euros and operating cash flow equal to 0.8 billion euros.
The New Group will be led by the current CEO of Nexi, Paolo Bertoluzzo, as CEO and General Manager. The current CEO of SIA, Nicola Cordone, will until closing, continue activities for the ordinary management of the company. Cordone will eventually pursue new professional challenges.
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