On June 4th2018, Nets A/S ("Nets" or the "Company") and the Germany-based Concardis Payment Group ("Concardis") announced that the two companies would merge under a share exchange transaction. On June 19th2018, Nets also announced the acquisition of the Poland-based payments company Dotpay ("Dotpay").
The merger with Concardis and the acquisition of Dotpay are are subject to the approval of the respective authorities and are expected to close around Q4 2018.
The combined group encompassing Nets, Concardis and Dotpay (the "Group") will become a leading European payments player, hence validating Hellman & Friedman's ("H&F") vision to create a payments European champion following their take-private of Nets (which closed in February 2018).
As part of the proposed transaction, the refinancing of Concardis' existing debt of c. €400m and the Dotpay acquisition of c. €75m is expected to be funded via a financing package consisting of:
- €475m EUR Term Loan B; and
- €40m equiv. multicurrency add-on Revolving Credit Facility with a view to further bolster liquidity and expected to be undrawn at closing
- Existing shareholders of Concardis, Advent and Bain, will roll their ownership of Concardis into the overall Nets ownership structure.
- In addition to the €2.7bn equity from the time of the LBO, the additional rolled equity from Concardis existing shareholders gives a significant equity cushion
- The transaction will reduce net senior secured and total net leverage from 5.4x and 6.9x to 5.3x and 6.5x respectively, based on Financing EBITDA of €490m1/ DKK3,642m
1.Pro forma adjusted EBITDA of DKK 3,642m using FY2017 average actual EUR/DKK FX rate of 7.438
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This announcement contains certain forward-looking statements with respect to certain of the Issuer's current expectations and projections about future events. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
Disclosure of inside information under Article 17(1) of Regulation (EU) No 596/2014
See attached appendix