According to the terms of the transaction, Nexi will acquire 80% of Sabadell’s merchant acquiring business, after its carve-out into PayComet, a fully owned Sabadell company and already a licensed payment institution, for €280 million upfront cash consideration, reflecting an Enterprise Value of €350 million for 100%.
Nexi will finance the transaction entirely through available cash resources. A long-term exclusive distribution partnership is also agreed, with an initial term of 10 years and two potential renewals of five years each.
Following completion of the transaction, Nexi will acquire over 380,000 merchants and approximately €48 billion of transaction volumes as of December 2022.
The merchant acquiring business is expected to generate an EBITDA of around €30 million based on 2023 figures, resulting in an implied EV/EBITDA 2023E of ~11.5x.
Sabadell is demonstrating its commitment to the payments sector and intends to become a strategic partner of Nexi in Spain, while also being the exclusive distributor for Nexi solutions in the country, unlocking access to banking distribution capabilities with around 1,200 branches.
The transaction, which takes place in the context of an increasingly competitive European market, is consistent with the strategic vision of Nexi and will contribute to the strengthening of its presence in Europe, further expanding its merchant acquiring operations, while increasing revenue diversification.
Spain is the fourth largest economy in the Euro area, with a positive macro-economic outlook and a sizable payments market with high consumer spending, underpinned by low card penetration at 38% and significant growth potential.
Sabadell is the second-largest merchant acquirer in Spain with a significant market share across the full acquiring value chain.
“With this partnership, we enter Spain from a strong position, a market that we have always considered highly attractive for digital payments with great potential for further profitable and sustainable long-term growth, quite similar to Italy,” says Paolo Bertoluzzo, CEO of Nexi.
“This initiative, that expands our growth opportunities further, is a very important step ahead in our strategy as leading European PayTech combining at best European scale with market and customer proximity.
The partnership with Banco Sabadell will allow us to be deeply entrenched in the market with a partner that fully shares our ambition to accelerate the development of the Spanish digital payments further through product and commercial innovation.”
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