Nexi S.p.A. (“Nexi”), the PayTech leader in digital payments in Italy, and SIA S.p.A. (“SIA”), the Italian and European leader in payment technology and infrastructure services, controlled by Cassa Depositi e Prestiti (“CDP”) through its subsidiary CDP Equity (“CDPE”), signed a memorandum of understanding (“MoU”) regarding the integration of the two groups through the merger by incorporation of SIA into Nexi.
 
The MoU was also executed by the respective reference shareholders, CDPE[3] and FSIA Investimenti S.r.l. (“FSIA”) as regards SIA, and Mercury UK HoldCo Limited (“Mercury”), company owned by Bain Capital, Advent International and Clessidra funds, as regards Nexi (SIA, Nexi, CDPE, FSIA and Mercury, jointly, the “Parties”).
 
The entity resulting from the merger (the “New Group”) will remain listed on the MTA and will be the new Italian PayTech leader in Europe. The New Group will cover the entire value chain of digital payments serving all market segments with the most complete and innovative set of solutions: from digital payments acceptance services for small and large merchants, to more sophisticated omni-channel and e-commerce solutions, from issuing and management of all type of cards to mobile payments apps, from B2B digital payments solutions to open banking, from local public transportation solutions to banking networks as well as clearing and trading services for the main Italian and International Institutions.
 
The transaction will create a European champion in digital payments, with ~ €1.8 billion pro-forma aggregated revenues and ~ €1 billion EBITDA as of December 31st, 2019.
 
The CEO of Nexi, Mr Paolo Bertoluzzo, commented: “This transaction will create a large Italian PayTech company leader in Europe, a great technological and digital excellence with scale and capabilities to play an increasingly leading role in Italy and at an international level in a market, like the European one, that sees strong consolidation trends. The new PayTech company, through its independent role and having CDP as anchor investor, will continue on its growth path as large Italian public company contributing, to an even greater extent, together with its partner Banks, to further accelerate the digital payments penetration in Italy and to the digitalization and modernization of the Country in favour of citizens, enterprises and Public Administration. The combination of the best skills in technology and innovation of Nexi and SIA teams is a strength to even further develop more advanced solutions for all partner Banks and customers. I believe that Nexi and SIA people should be proud of this new leading player: a great opportunity for all”.
 
In turn, the CEO of SIA, Mr Nicola Cordone, declared “The integration of important hi-tech groups such as SIA and Nexi, thanks to the fundamental role and support of CDP, will create one, large, Italian digital payments player, leader in Europe and boasting the highest levels of excellence for its know-how, people and capabilities of on a global level. This operation will contribute to accelerate our Country on the path of digitalization towards a cashless society. This is in line with the mission we have worked on with pride, commitment and dedication for the past 40 years, putting citizens, enterprises, financial institutions, central banks, and the Public Administration at the center of the payment systems revolution. Today, bringing together the strengths of two realities of excellence such as SIA and Nexi, we want to continue leading on innovation, with an even greater emphasis, offering infrastructures and forward-looking technological services, and affirm our leadership in Europe in a sector like e-payments that continues consolidating.
 
Creation of the Italian PayTech leader in Europe
Thanks to the integration of two highly-complementary businesses, the New Group, will be able to offer a wide range of best-in-class solutions entirely developed in-house, making it strongly competitive in terms of digital innovation, technology and efficiency, essential requirements for supporting, as an independent and strategic partner, the entire banking and digital payments system in Italy and in Europe.
 
The new PayTech, leveraging on the combination of Nexi and SIA’s capabilities and partnerships, will serve the entire digital payments ecosystem: from national to international banking institutions, from large merchants to small retailers as well as Public Administration, all at the heart of both Nexi and SIA’s strategy and that will derive the greatest benefit from this transaction. The New Group will strengthen its position as the key technological partner for the whole banking and financial landscape through its partnerships with the main operators in the sector, such as Bancomat S.p.A., CBI S.c.p.A as well as Borsa Italiana, to which in particular it provides the trading and post-trading services for MTS and Monte Titoli.
 
The New Group, also thanks to SIA, will be the largest Group in Continental Europe[4] by number of merchants, by number of cards, by number of acquiring transactions and number of cross-border payment transactions, with ~2 million merchants, ~120 million cards, and an overall number of processed annual transactions equal to more than 21 billion[5].
 
This new international excellence, stemming from the combination of two companies that have been partnering for over a decade, will have a workforce of 5.5 thousand individuals in 15 countries, of which over 4 thousands dedicated to the Italian technological and digital innovation hub, essential for the technological development of the Country. In an attractive market where digital payments, although still growing, have a penetration of 24%, the New Group will be able to seize all the organic growth opportunities with the aim of accelerating, together with the partner banks, the adoption of digital payments to the benefit of citizens, enterprises and Public Administration.
 
Moreover, given the competitive positioning and geographical diversification, the respective reference shareholders expressed their intention to support the further international expansion of the New Group, with a view to consolidate its central role in the European digital payments market, which is currently going through a strong consolidation wave.
 
The strategic combination between SIA and Nexi will also allow the achievement of significant industrial and financial benefits, initially estimated in ~€150 million run-rate recurring synergies, of which ~€100 million in lower operating expenses, ~€35 million in increased operating margin due to ~€50 million revenues synergies and ~€15 million of capex efficiencies. Furthermore, the New Group will benefit from one-off capex saving of ~€65 million. The transaction will generate a double-digit cash EPS accretion in 2022[6].
 
Taking into account expected synergies, the new company will benefit of aggregate revenues pro-forma as at 31 December 2019 equal to €1.8 billion, an Adjusted EBITDA equal to €1.0 billion and Operating Cash Flow equal to €0.8 billion[7].
 
The transaction
In case of successful completion of the merger by incorporation of SIA into Nexi, on the basis of an exchange ratio which will see 1.5761 Nexi shares for each SIA share, current SIA shareholders will receive a stake in the share capital of the New Group equal to ~30%, while current Nexi shareholders will maintain a stake of ~70%. Accordingly, CDP, indirectly through CDPE and FSIA, will have an aggregate stake in the New Group slightly in excess of 25% and Mercury will have a stake of ~23%. Based on current trading prices, the New Group will have an aggregate capitalization of over €15 billion, becoming one of the ten largest companies by capitalization on the Italian market.
 
The New Group will immediately have a free float of over 40% of the share capital, confirming its nature as a public company, while benefiting at the same time from the value brought by an anchor investor such as CDP who will be able to guarantee an even greater strategic and financial support necessary for national and international expansion.
 
The transaction is conditional, among other things, upon the satisfactory outcome of a confirmatory due diligence on Nexi and SIA, the required approvals by the corporate bodies of the various entities involved in the transaction in relation to the execution of binding agreements, the absence of an obligation to launch a mandatory takeover offer on the New Group or the applicability of the relevant exemption in case of approval of the merger through the “whitewash” mechanism, as well as upon the obtainment of required consents and authorizations, of both contractual and regulatory nature (including the authorization by the competent Antitrust authorities and, where applicable, the Bank of Italy).
 
Subject to the above, the Parties aim to complete the transaction by the summer of 2021[8].
 
Governance
The current corporate governance of Nexi, already aligned to best international standards, is confirmed, with the current Board of Directors chaired by Michaela Castelli, which will be strengthened, at closing of the transaction, with the appointment of 5 (or 6, depending on shareholder ownership at closing) new directors designated by CDPE and FSIA, of which 3 will be independent, 1 will take the role of Vice-Chairperson and 1 will be a non-independent director. As a consequence of the above rearrangement, out of 13 directors, the number of independent members will be further increased.
 
The New Group will be led by the current CEO of Nexi, Mr Paolo Bertoluzzo, as CEO and General Manager, while the current CEO of SIA, Mr Nicola Cordone, will - until closing - continue activities for the ordinary management of the Company, supporting employees and shareholders, and eventually pursue new professional challenges.
 
CDPE, FSIA and Mercury UK have also agreed that, following the execution of the MoU and effective starting from closing, will enter into a shareholders’ agreement to govern the mutual relationships as future shareholders of the New Group.

Table 1 – Main Financial Metrics of the New Group

(1) Net of intercompany adjustments; Nexi pro-forma for acquisition of Intesa Sanpaolo’s Merchant Acquiring business.
(2) Calculated as EBITDA net of ordinary capex and change in WC.
(3) Calculated as Operating Cash Flow divided by EBITDA.
(4) Includes recurring capex synergies (~€15m).