Nayax Ltd. a leading global commerce enablement, payments, and loyalty platform designed to help merchants scale their business, today announced it has completed its acquisition of VMtecnologia, a leading technology provider for the automated self-service industry in Brazil.

This strategic acquisition, first announced in March, marks a significant step in Nayax's expansion into the Latin American market. By entering the Latin American market with a strong and immediate market presence, Nayax is poised to leverage VMtecnologia's established position, serving over 2,400 retailers in diverse industries across all 27 states in Brazil and more than 466 cities as of the end of February 2024.

"The completion of the VMtecnologia acquisition marks a significant milestone in Nayax's strategic expansion into Latin America. Leveraging our nearly two decades of expertise in the payments industry, we are committed to enhancing the Brazilian market with innovative solutions and are excited about further deepening our presence in this key region over the coming years. Under VMtecnologia CEO Eduardo Muniz's seasoned leadership, we are poised to make substantial advancements in the automated self-service payments space in Latin America," said Yair Nechmad, Nayax Chief Executive Officer and Chairman of the Board.

"Joining forces with Nayax represents a transformative step for our growth. With today's strategic partnership, we transition into a new era where we are firmly backed by the global leader in automated self-service payments. Nayax's cutting-edge technology and expertise in payments will propel us into the next phase of our expansion. We are eager to introduce our customers to a broader range of products, diversified payment options, and enhanced consumer loyalty programs," said Eduardo Muniz, Chief Executive Officer of VMtecnologia.

Transaction Details:

• Implied enterprise value of R$ 110 million BRL (~$22 million USD), on a cash-free, debt-free basis, with an additional earnout bringing the potential consideration to R$ 137.5 million BRL (~$27 million USD).
• The purchase includes an initial payment of R$ 66 million BRL (~$13 million USD) in cash at closing, with the remainder, contingent upon management retention and revenue growth consistent with prior experience, payable over three years in cash or Nayax equity. In addition, there is an earnout of up to R$ 27.5 million BRL (~$5 million USD) payable primarily in stock (with the stock valued based on the value of Nayax stock at closing of the transaction) based on the achievement of significant three-year growth objectives, bringing the total potential consideration to R$ 137.5 million BRL (~$27 million USD).
• Nayax financed the initial payment with available cash reserves.
• VMtecnologia's impressive financial performance for 2023 includes approximately $8.5 million in revenue, a gross margin of 88%, and an EBITDA margin exceeding 30%, with a CAGR of approximately 73% between 2021 and 2023.
• Synergies are expected from the integration of VMtecnologia into Nayax's ecosystem, enhancing both revenue and operational efficiencies.