Foreign Filer Report • Oct 30, 2023
Foreign Filer Report
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Commission file number: 001-41491
(Translation of registrant's name into English)
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒Form 40-F ☐
On October 30, 2023, Nayax Ltd. (the "Company") issued a press release titled "Nayax Enters Definitive Agreement to Acquire Retail Pro International", as well as supplemental information about the contents contained in such press release. A copy of the press release is furnished as Exhibit 99.1 hereto and a copy of the supplemental information is furnished as Exhibit 99.2 hereto.
This Form 6-K and Exhibit 99.1, except for the second and third paragraphs following the title of the press release, are hereby incorporated by reference into all effective registration statements filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") or with the Israel Securities Authority, including without limitation the Company's Registration Statement on Form S-8 filed with the SEC (File Nos. 333-267542).
The following exhibit is furnished as part of this Form 6-K:
ExhibitDescription
99.1Press Release of Nayax Ltd., dated October 30, 2023
99.2Retail Pro International Acquisition Overview, dated October 30, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By:/s/ Gal Omer
Name: Gal OmerTitle: Chief Legal Officer
Date: October 30, 2023
The acquisition extends Nayax's global reach in attended retail while tripling our distribution network and adding 150K point of sale lanes
HERZLIYA, Israel, October 30, 2023 (Globe Newswire) — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement payments and loyalty platform designed to help merchants scale their business, today announced that it will acquire 100% of Retail Pro International ("Retail Pro"), a global leader in retail Point of Sale ("POS") software with Tier 1 global brand names across the world. Once closed, the acquisition will meaningfully expand the scope of Nayax's retail business and solutions to over 9,000 retailers with approximately 150,000 POS lanes in more than 100 countries, including access to an extensive, worldwide partner ecosystem of over 80 distributors.
The purchase price for the transaction represents an implied enterprise value of \$36.5 million on a cash-free debt-free basis, to be paid partially in cash and the remainder in cash or equity, subject to certain earnout targets being met. Management expects that following the closing, the acquisition will be immediately accretive to net income. The closing is expected to be in Q4 2023, subject to the satisfaction of customary closing conditions.
"Throughout their 30+ year brand history, Retail Pro has built a full featured, flexible product, capable of handling the complex, global retail environment. This has resulted in their powerful brand recognition as a premier retail management solution for Tier 1 global retailers," said Yair Nechmad, Nayax Chief Executive Officer and Chairman of the Board. "We are pleased to be joining forces with Retail Pro's talented expert team. Our combined businesses, together with Retail Pro's 80 distributors, will triple our access to the global attended retail market and create a powerful and complete solution with Nayax's payment and loyalty platform. We believe this combined offering will result in an unrivalled value of innovative retail solutions."
"We are pleased to be part of a great company like Nayax, which shares our dedication to continued product innovation and customer experience," said Kerry Lemos, Chief Executive Officer of Retail Pro. "Over the years, customers have come to trust our robust technology platform to optimize their complex retail operations. As part of a larger, multinational organization, we can continue to deliver on that mission on a much larger scale. We look forward to working closely together with Nayax's team, as this coalition represents an ideal fit and strong win for our customers, partners, and employees globally."
Retail Pro has decades of retail industry experience combined with global market expertise.
Immediately expands Nayax's target addressable market and significantly increases our retail market penetration globally in new and faster growing regions.
Retail Pro's impact on our fiscal year 2024 financials will not be discussed on today's conference call. We look forward to providing 2024 guidance, including Retail Pro's impact, on our earnings call in March 2024.
Tiberius Capital Markets, a division of Arcadia Securities, is acting as financial advisor to Nayax. Reed Smith and Herzog Fox Neeman are serving as legal advisors to Nayax. Perkins Coie is serving as legal advisor to Retail Pro.
Nayax management will host a live audio webcast today, October 30th at 8:30am ET to discuss the Retail Pro acquisition. The audio webcast, along with the supplemental presentation can be accessed on the Nayax investor relations website at Events.
Participants can join the conference call or webcast by using one of the dial-in numbers or clicking the webcast link below.
US Toll Free: 1-877-269-7751International Toll Free: 1-201-389-0908Israel Toll Free: 1-809-406-247
https://viavid.webcasts.com/starthere.jsp?ei=1640946&tp_key=2173b0e7b0
Following the conference call, a replay will be available until November 13, 2023. To access the replay, dial one of the following numbers below.
Replay Toll Free: 1-844-512-2921Replay Toll International: 1-412-317-6671Replay PIN Number: 13742341
The supplemental presentation and archive of audio webcast will be accessible on the Nayax investor relations website at Events.
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as "anticipate,""believe," "could," "expect," "should," "plan," "intend," "estimate" and "potential," among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations. Forward- looking statements are based on our management's beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pandemic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment over the world; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel, including ongoing military conflicts in the region; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; factors relating to the acquisition of Retail Pro, including but not limited to the financing for and payment of the acquisition and our ability to effectively and efficiently integrate the acquired business into our existing business; and other risk factors discussed under "Risk Factors" in our annual report on Form 20-F filed with the SEC on March 1, 2023 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward- looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under "Risk Factors" in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers' growth across multiple channels. Today, Nayax has 9 global offices, approximately 800 employees, connections to more than 80 merchant acquirers and payment method integrations and is a recognized payment facilitator worldwide. Nayax's mission is to improve our customers' revenue potential and operational efficiency. For more information, please visit www.nayax.com.
Retail Pro International ("Retail Pro") has a 30+ year brand history as a global leader in retail Point of Sale ("POS") software and is recognized world-wide as a market leader for its rich functionality, multi-national capabilities, and unparalleled flexibility. Retail Pro offers an integrated platform and innovative retail software solution (branded as "Retail Pro") to help retailers not only accept payments, but also optimize business operations and transform their customer experience with deep insights from integrated data. For more information, please visit www.retailpro.com.
Investor Relations Contact:Virginea Stuart GibsonVice President, Investor [email protected]
Public Relations Contact:
Courtney Tolbert5W [email protected]
Exhibit 99.2
Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations
Key Transaction Highlights
| Transaction Details | Enterprise Value of \$36.5 million on a cash-free debt-free basis $\bullet$ Deferred revenue of \$2 million to be treated as a reduction to the deferred portion of purchase price ٠ Purchase for 100% of the company: (~\$20M) in cash at closing and the remainder (determined based on financial $\bullet$ performance) paid over 3 years in either cash or equity as determined by Nayax Initial payment funded with committed bank financing $\bullet$ |
|---|---|
| Financial Profile | Given the targeted closing of Q4 2023, there is no anticipated material impact on Nayax ٠ 2023 revenue or Adjusted EBITDA FY 2022 for Retail Pro: Adj. Revenue (1) of $\sim$ \$14 million ٠ Gross margin of ~80% ٠ Adj. EBITDA (1) margin of 27% ٠ |
| Synergies | Opportunities to deliver both revenue and cost synergies $\bullet$ Immediately accretive to net income ٠ |
| Timing and Approval |
Anticipated to close in Q4 2023, subject to customary closing conditions ٠ No government approvals are expected to be needed ٠ Both company's Board of Directors have approved the transaction ٠ |
| (1) Adjusted for non-recurring marketing incentives and specific expense accruals. See reconciliation in the Appendix. Retail Pro's 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented. Navay |
| Strategic Rationale | |
|---|---|
| Nayax Global, Integrated Payments |
Accelerates global expansion of Attended Retail ٠ Complementary and Vast distribution network of over 80+ partner resellers Significant scale: 9,000+ Retail customers representing 56k+ stores Powerful with 150K+ licensed POS lanes in over 100 countries Combination Opportunities for revenue and cost synergies Shared strategy and vision |
| Combined solution using embedded payment answers wider retail ٠ Larger Total market Addressable Larger take rate with enhanced complimentary solution Expansion opportunities across geographies and customer ٠ Market segmentation |
|
| Global, retaili Retail POS |
Solid top line growth and strong profitability Attractive Financial High recurring revenues Profile Diverse revenue sources ٠ |
Retail Pro has built deep relationships with partners across the globe and a successful go-to-market strategy that enables their global footprint without sacrificing critical product localization standards.
| $80 +$ | $25+$ | $20+$ |
|---|---|---|
| Channel Partners | Development Partners | Alliance Partners |
Navax 7
Single Point of Truth for Inventory, Operations, and Customers
Clienteling
Store Operations
Brands Optimize Customer Experiences and Operations With Retail Pro
m.
٠
| Joint Offering for Retail Pro's Global Partners |
Complete Solution for Retailer of all Sizes |
|||
|---|---|---|---|---|
| Collaboration as a combined RPI's offerings Expending RPI's distributors' different lines of product |
business will enhance and diversify addressable market with Nayax's |
enterprise and SMBs. VAS for retails including a marketing, loyalty and data platform. |
Easy to use, seamless solution for | |
| Enhancing the Product Offering | Expansion into New Verticals |
Expanding Distribution Channels |
||
| Transforming Retail Pro's self- ٠ checkout expertise and comprehensive solution. Formalizing an omnichannel ٠ experience with integrated payment options across all channels. |
Expending to diverse verticals ٠ A commitment to widening RPI ۰ market footprint Providing a full solution for customers with multiple verticals such as hospitality, C-Store and more |
of both collaborating parties. | Offerings will be made available through the distribution channels Maximizing reach and accessibility. |
|
| Nayax 10 |
÷.
Built around profitable and strategic growth
| Geography | Channels | Technology | Strategic Minority Investment |
|---|---|---|---|
| New regions / expansion within existing regions New customer lists Expansion of product reach |
• Synergies from consolidation • Direct access to strategic customers • Regional efficiency |
Accretive tuck-in technologies Synergies from integration Accelerating growth engines |
Commercial growth Guaranteed long-term contracts Co-development |
Accelerates Execution of Growth Strategy
Retail Pro adds a diverse technology provider with attractive growth, profitability and cash flow generation at scale
(1) Adjusted to exclude non-recurring marketing incentives. See reconciliation in the Appendix. Retail Pro's 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented.
(1) Geographies are based on unaudited FY 2022 billings. Retail Pro's customers are split between apparel, accessories, footwear, cosmetics, sportswear, and misc.
(2) Derived from page 15 adjusted revenues. Adjusted to exclude non-recurring marketing incentives. See reconciliation in the Appendix. Retail Pro's 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented. Subscription includes revenue derived from software maintenance, updates and support services. Professional services and other revenue are mainly fees generated for performing value-added services, including consulting, training and implementation projects. Processing revenue is derived from an existing revenue share agreement with a US payment processor.
The following is a reconciliation of loss for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA for each of the periods indicated.
| Retail Pro Stand-Alone Financials | (U.S. dollars in thousands) FY 2022 |
|---|---|
| Reported Revenue | 14,656 |
| Non-Recurring Marketing Incentive | (615) |
| Adjusted Revenue | 14,041 |
| Reported EBITDA Non-Recurring Marketing Incentive |
4,269 |
| Expense Accrual Adjustment | (615) 116 |
(1) Reconciliation based on US-GAAP. Management does not believe that conversion from US-GAAP to IFRS will result in material differences. Retail Pro's 2022 financials are unaudited, but will be audited prior to closing. Management does not expect material changes from the financials presented.
Virginea Stuart Gibson VP, Investor Relations [email protected]
Website: [email protected]
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