The Payments Group Holding GmbH & Co. KGaA: Signing of improved terms for the acquisition of The Payments Group

EQS-Ad-hoc: The Payments Group Holding GmbH & Co. KGaA / Key word(s): Private Equity The Payments Group Holding GmbH & Co. KGaA: Signing of improved terms for the acquisition of The Payments Group 31-March-2025 / 17:28 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group. The issuer is solely responsible for the content of this announcement. +++ Ad-hoc Announcement +++

The Payments Group Holding - Signing of improved terms for the acquisition of The Payments Group
 

• Variable purchase price for the acquisition and payment mainly per transfer of treasury shares
• Increased transaction certainty by extending the deadlines for the fulfillment of conditions precedent and the call option
• Generating an exit option for all PGH shareholders in 2030

 

Frankfurt/Main, 31 March 2025 –The Payments Group Holding (PGH), a Frankfurt-based holding company founded in 2012 and renamed in August 2024, agrees improved terms for its acquisition of The Payments Group.

PGH no longer has to pay of a fixed consideration of 68.1 million EUR for the 72.9 respectively 75% stake in the target companies, referred to collectively as The Payments Group (TPG), but a variable consideration is to be rendered, depending on the valuation by the purchasers of PGH treasury shares (PGH investors) to be acquired by PGH, to fund the cash tranche of the transaction. The call option for the remaining 25% in the target companies now runs until 31 January 2027 and the exercise price is equivalent to the same company valuation of TPG as upon the acquisition of the 72.9 respectively 75% stake.

PGH itself will now be valued based on its net asset value at closing including off balance sheet assets, estimated at 18 to 19 million EUR, of which 80% will be applied.

Under the original share purchase agreement of 13 August 2024, the comparative value of TPG versus PGH stood at 4:1 and may now end up higher or lower. The management of PGH expects the value ratio to improve in favor of its shareholders.