Nayax Enters Definitive Agreement to Acquire VMtecnologia

Nayax Announces Strategic Acquisition of VMtecnologia, Expanding Presence in the Latin American Market

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.