Nayax Enters Definitive Agreement to Acquire VMtecnologia

HERZLIYA, Israel, March 06, 2024 (GLOBE NEWSWIRE) -- Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a leading global commerce enablement, payments, and loyalty platform designed to help merchants scale their business, has today announced a definitive agreement to acquire VMtecnologia, a leading technology provider for the automated self-service industry in Brazil. This strategic acquisition marks a significant step in Nayax's expansion into the Latin American market, bolstering its global footprint.

The acquisition of VMtecnologia will extend Nayax's comprehensive service offerings across Brazil as well as serves as a key milestone in fulfilling the company's international expansion growth strategy. By entering the Latin American market with a strong and immediate market presence, Nayax is poised to leverage VMtecnologia's established footprint, serving over 2,400 retailers in diverse industries across all 27 states in Brazil and more than 466 cities. This strategic move significantly enhances Nayax's global presence and its ability to offer advanced automated self-service solutions.

With this expansion, Nayax will now serve over 18,300 additional unattended points of sale, including vending machines, micro markets, autonomous laundromats, and the electronic entertainment sector. The integration is anticipated to immediately contribute to Nayax's net income, underlining the strategic fit and potential for growth the acquisition represents. The purchase price, equating to an enterprise value of approximately R$ 110 million BRL (~$22.3 million USD), will be paid partially upfront in cash (R$ 66 million BRL or ~$13.4 million USD), with R$ 44 million (~$8.9 million USD) to be settled semi-annually over the next three years in cash or equity (at our option), contingent upon management retention and achieving certain revenue growth (consistent with prior experience) over a three-year period. In addition, there is an earnout of up to R$ 27.5 million BRL (~$5.6 million USD) payable primarily in stock (with the stock valued based on the value of Nayax stock at closing of the transaction) based on the achievement of significant three-year growth objectives, bringing the total potential consideration to R$ 137.5 million BRL (~$27.8 million USD). The transaction is slated for completion in Q2 2024, pending the fulfillment of closing conditions.

Yair Nechmad, CEO and Chairman of Nayax, shared his excitement about the acquisition, stating, “We are excited to integrate VMtecnologia’s experienced and innovative team with Nayax, further solidifying our position in the automated self-service market. VMtecnologia’s outstanding performance and leadership in Brazil align perfectly with our strategic goals, promising a highly synergistic merger. The Brazilian automated self-service market follows the strong growth trend of the global automated self-service industry. Brazil itself is an attractive market with significant potential for our self-service technology. This acquisition immediately expands Nayax’s targeted addressable market and significantly increases our automated self-service market penetration in Brazil and Latin America.”

Eduardo Muniz, CEO of VMtecnologia, also commented on the acquisition: “This deal is a recognition of what we have built here in Brazil. It is the fuel that can drive us to deliver even more products to our customers, quickly and efficiently. With Nayax, we will have an expansion of self-service in Latin America, adding expertise in payments and a portfolio of products. The entire M&A process took place with the great support from Pipeline Capital, which was responsible for structuring the fundraising project, helping us throughout the entire process, from the conversation with interested parties to the final stage of signing the deal.”

Transaction Highlights:

• Unanimous approval from both Nayax and VMtecnologia’s boards.
• Implied enterprise value of R$ 110 million BRL (~$22.3 million USD), on a cash-free, debt-free basis, with an additional earnout bringing the potential consideration to R$ 137.5 million BRL (~$27.8 million USD).
• The transaction structure includes an initial payment of R$ 66 million BRL (~$13.4 million USD) in cash at closing, with the remainder, contingent upon management retention and revenue growth consistent with prior experience, payable over three years in cash or Nayax equity. In addition, there is an earnout of up to R$ 27.5 million BRL (~$5.6 million USD) payable primarily in stock (with the stock valued based on the value of Nayax stock at closing of the transaction) based on the achievement of significant three-year growth objectives, bringing the total potential consideration to R$ 137.5 million BRL (~$27.8 million USD).
• VMtecnologia's impressive financial performance 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.
• Nayax intends to fund the initial payment with available cash reserves.
• Synergies are expected from the integration of VMtecnologia into Nayax's ecosystem, enhancing both revenue and operational efficiencies.
• Anticipated transaction closure in Q2 2024, subject to customary closing conditions.
  
  

Advisors

Baptista Luz is serving as legal advisor to Nayax. Pipeline Capital is serving as financial advisor and Gentil Monteiro, Vicentini, Beringhs e Gil (GVBG) is serving as legal advisor to VMtecnologia.

Forward-Looking Statements

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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 .

About VMtecnologia

VMtecnologia is services the unattended retail market with easy-to-use, proprietary, and secure technology, embedded in plug-and-play equipment so that entrepreneurs can grow and scale their business. Our solution simplifies and enables the operation of small, medium, and large autonomous Brazilian stores. We believe in sustainable growth based on client feedback and long-term partnerships. Today, VMtecnologia was in Curitiba, approximately 130 employees, and Brazilian leadership in serving unattended retail. For more information, please visit  

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