Nayax Ltd. has entered into a definitive agreement to acquire a 100% equity interest in Retail Pro International. The transaction structure dictates an initial cash consideration alongside a deferred earnout mechanism payable over three years in either cash or equity, strategically aligning the post-transaction performance incentives, while a deferred revenue liability adjustment will also be applied to the baseline purchase price consideration. Strategically, the transaction represents a highly value-accretive maneuver designed to meaningfully expand the overarching total addressable market within the global attended retail landscape. The combination immediately triples the distribution network, granting unfettered access to a deeply entrenched customer base of multinational retail brands. Additionally, the operational consolidation facilitates substantial cross-selling opportunities, allowing the integration of proprietary payment processing infrastructure directly into an extensive ecosystem of point-of-sale lanes, which inherently accelerates global geographic penetration across faster-growing regional markets.

RETAIL PRO INTERNATIONAL, which reported an EBITDA margin of LOGIN in 2022, is valued in this transaction at an EV/EBITDA multiple of LOGIN, representing a LOGIN discount to the average currently observed in the TMT (Tech, Media, Telecom) sector (13.8x).

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