Nexi - EGM 03 March 2021
The EGM (item 1) is called to approve the merger by incorporation of the Danish digital payment company Nets into Nexi. The transaction will be executed as an all-share merger: Nets shareholders will receive approximately 0.176 Nexi shares for each Nets share held. The Board will be authorized to issue up to maximum 406.6 million ordinary shares (64.8% of current share capital). However, an additional amount of maximum 65 million shares may be issued in favour of Nets shareholders, depending on the actual proceeds realized by Nets for the sale of Centurion assets to Mastercard and the profitability of Nets Group for the 2021 financial year. Therefore, the maximum number of shares to be issued under the authorization is 471.6 million, equal to 75.1% of current share capital.
In our opinion, the transaction is strategically justified, taking into account the ongoing consolidation of the digital payments sector. The merger is expected to generate synergies approximately €170 million, mainly from the rationalization of IT and tech platforms, the creation of shared services, competence centres and central procurement. The combination with Nets will also allow the Company's expansion in the most advanced digital payment markets in Northern Europe. Also considering that we have not identified specific concerns over the definition of the exchange ratio, we recommend shareholders to vote FOR.
In item 1.2 of the Ordinary Agenda, shareholders are called to appoint 2 new Directors in connection with the merger with Nets: the CEO of Nets and a representative of Nets' significant shareholder Hellman & Friedman. The appointment of a representative of the future main shareholder of the Company is in line with our guidelines, and Hellman & Friedman would not be overrepresented on the Board. However, shareholders cannot individually vote on his election, and we have serious concerns over the composition of the Board after the EGM, due to the lack of independent representation (20% as per our guidelines and 27% according to the Company) and decrease in gender diversity from 31% to 27%. Hence, we recommend shareholders to OPPOSE.
Nexi SpA. Nexi SpA is an Italy-based financial technology company. The Company is specialized in the payment technology field offering digital services and infrastructure to banks, businesses, institutions and the public administration.
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