Freshfields Bruckhaus Deringer (‘Freshfields’) is advising Nets, a leading payment services provider, and its majority owner, Hellman & Friedman, on the all-share merger of Nets into Nexi, in a transaction valued at €7.8bn.

Nets is a leading pan-European PayTech player, active in 20 countries, and owned by a consortium of private equity firms made up of Hellman & Friedman, Advent International, Bain Capital and GIC. Over the past three years, since being taken private, Nets has undergone significant transformation and investment including through strategic M&A, such as the 2018 merger with Concardis and the sale of its corporate services account-to-account business to Mastercard for €2.85bn, which is expected to close in Q1 2021.

Nexi is the leading PayTech company in Italy and listed on MTA of Borsa Italiana.  The announcement of the merger follows the recent announcement in October 2020 by Nexi of a Memorandum of Understanding in relation to the strategic combination between Nexi and SIA.  The combination of Nexi with Nets is a game-changer in the European payments landscape creating one of the largest players in Europe with enhanced scale, client reach, distribution network and breadth of offering, which will further benefit from the recently announced SIA merger.

The merger is subject to, among other conditions, regulatory and antitrust approvals, and is expected to close in Q2 2021.  

The Freshfields team was led by partners Keir MacLennan, Tim Wilmot, Jill Gatehouse, Luigi Verga, Nicola Asti, Uta Itzen, Frank Röhling and Cyrus Pocha.  Freshfields also advised H&F on the public takeover of Nets announced in 2017, as well as the merger of Nets with Concardis in 2018 and the sale of Nets’ corporate services business to Mastercard.