Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement
payments and loyalty platform designed to help merchants scale
their business, today announced that it will acquire 100% of Retail
Pro International (“Retail Pro”), a global leader in retail Point
of Sale (“POS”) software with Tier 1 global brand names across the
world. Once closed, the acquisition will meaningfully expand the
scope of Nayax’s retail business and solutions to over 9,000
retailers with approximately 150,000 POS lanes in more than 100
countries, including access to an extensive, worldwide partner
ecosystem of over 80 distributors.
The purchase price for the transaction represents an implied
enterprise value of $36.5 million on a cash-free debt-free basis,
to be paid partially in cash and the remainder in cash or equity,
subject to certain earnout targets being met. Management expects
that following the closing, the acquisition will be immediately
accretive to net income. The closing is expected to be in Q4 2023,
subject to the satisfaction of customary closing conditions.
“Throughout their 30+ year brand history, Retail Pro has built a
full featured, flexible product, capable of handling the complex,
global retail environment. This has resulted in their powerful
brand recognition as a premier retail management solution for Tier
1 global retailers,” said Yair Nechmad, Nayax Chief Executive
Officer and Chairman of the Board. “We are pleased to be joining
forces with Retail Pro’s talented expert team. Our combined
businesses, together with Retail Pro’s 80 distributors, will triple
our access to the global attended retail market and create a
powerful and complete solution with Nayax’s payment and loyalty
platform. We believe this combined offering will result in an
unrivalled value of innovative retail solutions.”
“We are pleased to be part of a great company like Nayax, which
shares our dedication to continued product innovation and customer
experience,” said Kerry Lemos, Chief Executive Officer of Retail
Pro. “Over the years, customers have come to trust our robust
technology platform to optimize their complex retail operations. As
part of a larger, multinational organization, we can continue to
deliver on that mission on a much larger scale. We look forward to
working closely together with Nayax’s team, as this coalition
represents an ideal fit and strong win for our customers, partners,
and employees globally.”
Strategic and Financial Highlights
- The global retail industry continues to benefit from embedded
payment trends and strong demand for payments and POS systems.
Global retailers continue to need multi-functional POS systems with
management capabilities.
- Retail Pro has decades of retail industry experience combined
with global market expertise.
- Immediately expands Nayax’s target addressable market and
significantly increases our retail market penetration globally in
new and faster growing regions.
- Highly complementary to Nayax Retail existing technology
solutions and aligns with our growth strategy to scale the retail
business and rapidly expand our global footprint.
- Retail Pro has built deep relationships with partners worldwide
and has executed a go-to-market strategy that enables global reach
and growth, while maintaining a low-cost sales and support
structure.
- Strong ability to cross-sell Nayax’s payment platform into
Retail Pro’s large distributor and customer base.
- Supports Nayax’s attractive financial profile, by adding
diverse, global revenue sources consisting of license, professional
services, subscription, and processing revenue.
- Given the expected closing of the transaction in Q4 2023, we do
not expect a material impact on 2023 revenue or Adjusted
EBITDA.
Transaction Details
- Both Nayax and Retail Pro have received unanimous approval by
each company’s governing body for the transaction.
- The purchase price for the transaction represents an implied
enterprise value of $36.5 million on a cash-free debt-free basis.
Nayax expects $2 million of deferred revenue to be treated as a
reduction to the purchase price.
- Purchase consists of an initial payment of approximately $20
million in cash at closing and the remainder, subject to certain
earnout targets being met, paid over three years in either cash or
equity as determined by Nayax.
- Nayax expects to finance the initial payment with already
committed bank financing.
- For the fiscal year 2022, Retail Pro generated approximately
$14 million in adjusted revenue and approximately $4 million in
Adjusted EBITDA.
- The proposed transaction is expected to deliver both revenue
and cost synergies from optimizing the combined operations of Nayax
Retail and Retail Pro.
- The transaction is expected to close in Q4 2023, subject to the
satisfaction of customary closing conditions.
Financial Guidance
Retail Pro’s impact on our fiscal year 2024 financials will not
be discussed on today’s conference call. We look forward to
providing 2024 guidance, including Retail Pro’s impact, on our
earnings call in March 2024.
Advisors
Tiberius Capital Markets, a division of Arcadia Securities, is
acting as financial advisor to Nayax. Reed Smith and Herzog Fox
Neeman are serving as legal advisors to Nayax. Perkins Coie is
serving as legal advisor to Retail Pro.
Webcast and Conference Call Details
Nayax management will host a live audio webcast today, October
30th at 8:30am ET to discuss the Retail Pro acquisition. The audio
webcast, along with the supplemental presentation can be accessed
on the Nayax investor relations website at Events.
Participants can join the conference call or webcast by using
one of the dial-in numbers or clicking the webcast link below.
US Toll Free:
1-877-269-7751International Toll Free:
1-201-389-0908Israel Toll Free:
1-809-406-247
Webcast
Link:https://viavid.webcasts.com/starthere.jsp?ei=1640946&tp_key=2173b0e7b0
Following the conference call, a replay will be available until
November 13, 2023. To access the replay, dial one of the following
numbers below.
Replay Toll Free: 1-844-512-2921Replay
Toll International: 1-412-317-6671Replay PIN
Number: 13742341
The supplemental presentation and archive of audio webcast will
be accessible on the Nayax investor relations website at
Events.
Forward-Looking Statements
This press release contains statements that
constitute forward-looking statements. Many of the forward-looking
statements contained in this press release can be identified by the
use of forward-looking words such as “anticipate,” “believe,”
“could,” “expect,” “should,” “plan,” “intend,” “estimate” and
“potential,” among others. Forward-looking statements include, but
are not limited to, statements regarding our intent, belief or
current expectations. Forward-looking statements are based on our
management’s beliefs and assumptions and on information currently
available to our management. Such statements are subject to risks
and uncertainties, and actual results may differ materially from
those expressed or implied in the forward-looking statements due to
of various factors, including, but not limited to: our expectations
regarding general market conditions, including as a result of the
COVID-19 pandemic and other global economic trends; changes in
consumer tastes and preferences; fluctuations in inflation,
interest rate and exchange rates in the global economic environment
over the world; the availability of qualified personnel and the
ability to retain such personnel; changes in commodity costs,
labor, distribution and other operating costs; our ability to
implement our growth strategy; changes in government regulation and
tax matters; other factors that may affect our financial condition,
liquidity and results of operations; general economic, political,
demographic and business conditions in Israel, including ongoing
military conflicts in the region; the success of operating
initiatives, including advertising and promotional efforts and new
product and concept development by us and our competitors; factors
relating to the acquisition of Retail Pro, including but not
limited to the financing for and payment of the acquisition and our
ability to effectively and efficiently integrate the acquired
business into our existing business; and other risk factors
discussed under “Risk Factors” in our annual report on Form 20-F
filed with the SEC on March 1, 2023 (our "Annual Report"). The
preceding list is not intended to be an exhaustive list of all of
our forward-looking statements. The forward-looking statements are
based on our beliefs, assumptions and expectations of future
performance, taking into account the information currently
available to us. These statements are only estimates based upon our
current expectations and projections about future events. There are
important factors that could cause our actual results, levels of
activity, performance or achievements to differ materially from the
results, levels of activity, performance or achievements expressed
or implied by the forward-looking statements. In particular, you
should consider the risks provided under “Risk Factors” in our
Annual Report. You should not rely upon forward-looking statements
as predictions of future events. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee that future results, levels of
activity, performance and events and circumstances reflected in the
forward-looking statements will be achieved or will occur. Each
forward-looking statement speaks only as of the date of the
particular statement. Except as required by law, we undertake no
obligation to update publicly any forward-looking statements for
any reason, to conform these statements to actual results or to
changes in our expectations.
About Nayax
Nayax is a global commerce enablement, payments and loyalty
platform designed to help merchants scale their business. Nayax
offers a complete solution including localized cashless payment
acceptance, management suite, and loyalty tools, enabling merchants
to conduct commerce anywhere, at any time. With foundations and
global leadership in serving unattended retail, Nayax has
transformed into a comprehensive solution focused on our customers'
growth across multiple channels. Today, Nayax has 9 global offices,
approximately 800 employees, connections to more than 80 merchant
acquirers and payment method integrations and is a recognized
payment facilitator worldwide. Nayax's mission is to improve our
customers' revenue potential and operational efficiency. For more
information, please visit www.nayax.com.
About Retail Pro
International
Retail Pro International (“Retail Pro”) has a 30+ year brand
history as a global leader in retail Point of Sale (“POS”) software
and is recognized world-wide as a market leader for its rich
functionality, multi-national capabilities, and unparalleled
flexibility. Retail Pro offers an integrated platform and
innovative retail software solution (branded as “Retail Pro”) to
help retailers not only accept payments, but also optimize business
operations and transform their customer experience with deep
insights from integrated data. For more information, please visit
www.retailpro.com.
Investor Relations Contact:Virginea Stuart
GibsonVice President, Investor Relationsvirgineas@nayax.com
Public Relations Contact:Courtney Tolbert5W
PRctolbert@5wpr.com
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