Nayax announces secondary offering, Brazilian acquisition

Fintech company Nayax (TASE: NYAX. Nasdaq: NYAX) has announced a secondary offering on Nasdaq, and another acquisition. Nayax, developer of a global commerce enablement, payments and loyalty platform, is buying Brazilian company VMtecnologia, a technology provider for the automated self-service industry in Brazil, for $22 million. This comes less than six months after Nayax bought a US company for up to $36.5 million. Nayax’s announcement says, “This strategic acquisition marks a significant step in Nayax’s expansion into the Latin American market, bolstering its global footprint.”

According to Nayax, VMtecnologia serves “over 2,400 retailers in diverse industries across all 27 states in Brazil and more than 466 cities” and the acquisition means that it “will now serve over 18,300 additional unattended points of sale.” The company also states that “the integration is anticipated to immediately contribute to Nayax’s net income.”

Nayax chairperson and CEO Yair Nechmad said, “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.”

The purchase price, equating to an enterprise value of approximately 110 million reals (about $22.3 million), will be paid partially upfront in cash ($13.4 million), and the rest in cash or equity, at Nayax’s choice, over three years. In addition, there is an earnout of up to 27.5 million reals (about $5.6 million), based on the achievement of significant three-year growth objectives, bringing the total potential consideration to 137.5 million reals (about $27.8 million).

At the end of 2023, Nayax had $42 million cash. The secondary offering will include on offer for sale of shares by Nechmad and other senior managers. The pricing has yet to be determined. Nayax’s share price has risen substantially so far this year. The Herzliya-based company has a current share price of $26.7, giving it a market cap of $922 million.

In the offering, Nayax will issue 2.1 million new shares, which would be worth $56.9 million at its closing price yesterday but which will probably be offered at a discount. In addition, Yair Nechmad, CTO David Ben-Avi, and director Amir Nechmad will together sell one million shares, currently worth $26.7 million.

Barclays and UBS Investment Bank are acting as joint lead book-running managers, and Oppenheimer & Co., William Blair, and Keefe, Bruyette & Woods (a Stifel company), are acting as book-running managers for the offering. The underwriters have an option to buy a further 469,565 shares at the public offering price, less underwriting discounts and commissions.

Nayax was floated on the Tel Aviv Stock Exchange in May 2021 at a valuation of $930 million. After eighteen months, it became listed on Nasdaq, without a further offering of shares. In 2023, the company’s revenue grew 35.7% to $235 million, and its GAAP net loss was narrowed by 57.6% to $15.9 million. Adjusted EBITDA switched from negative to positive, amounting to $8.2 million.

Published by Globes, Israel business news – en.globes.co.il – on March 7, 2024.

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