Completion of the acquisition of DPO GroupSource: RNS
Network International Holdings Plc, 29th September 2021
Completion of the acquisition of DPO Group
Accelerated growth and innovative online payments capabilities
· Network has completed the acquisition of DPO
· Combination of Network and DPO will accelerate growth and innovation
o Expands Network's direct-to-merchant payment services across a further 21 African markets
o Broadens our capabilities in high growth areas across online payments and mobile money
o Expected to support the doubling of Network's online TPV participation over time
· DPO has continued to trade ahead of our expectations and is already EBITDA profitable
o H1 2021 revenue USD 12.4m, +54% y/y or +35% y/y in constant FX
o Acquisition consideration represents a multiple of c. 11x expected 2021 revenue
· Integration and synergy delivery already in progress
o TymeBank, an existing Network customer, has signed an online payments facilitation agreement with DPO, to support TymeBank's customers accepting online payments
o DPO Pay, a quick and cost-effective online payments solution for SMEs, will be launching soon for Network's UAE merchants
· Continue to expect a double-digit ROCE from the acquisition within three years from completion
Network International ("Network") is pleased to announce the completion of the acquisition of DPO Group ("DPO") with all major regulatory clearances. The final purchase consideration of $291.3m, including agreed completion adjustments, will be satisfied through payment of a cash amount of $228.6m with the balance through the issuance of Network International shares at a reference price of 410p, subject to escrow and lock-up conditions. Further detail is included in the notes below.
DPO is the largest online payments platform operating across the rapidly growing African marketplace
DPO operates as a payments partner for merchants across 21 African countries, enabling over 60,000 SMEs and global enterprises to accept online digital payments, including mobile money and other payment types. DPO's strong competitive advantage lies in their ability to act as a single partner for merchants across the continent, enabling acceptance of the widest range of payment types through their proprietary technology platform, as well as a range of other merchant payment services. The combination brings further scale and direct-to-merchant payment services to Network across Africa, providing a strong platform for future growth in the fast growing online payments market.
DPO delivered 2020 Total Processed Volume (TPV) of USD 2.3 billion and revenue of USD 18.5 million. H1 2021 has continued to see strong trading, with TPV of USD 1.6 billion, +68% y/y or 47% y/y in constant FX; and revenue of USD 12.4 million, +54% y/y or +35% in constant FX. DPO's revenue profile is typically weighted to the second half of the calendar year.
Multiple opportunities to create revenue synergies
The transaction unlocks significant synergies across both companies, with Network gaining access to DPO's innovative online payment solutions and DPO benefiting from Network's strengths in face-to-face payments and its higher transaction authorisation rates.
In-line with the strategy to deliver revenue synergies, Network will shortly launch 'DPO Pay' in the UAE, a cost effective and convenient, end-to-end online payment solution for SMEs, which will include value-added services such as the ability to set up an online store in just 72 hours and host a secure, trusted payment page that is mobile optimised, enabling payment via any device.
In addition, existing Network customer TymeBank, is working closely with DPO in South Africa in a number of areas that includes the signing of a Payment Facilitation agreement to support TymeBank's customers accepting payments online.
Nandan Mer, CEO of Network International, commented:
"We are delighted to welcome DPO to the Network family. We are natural partners, with complementary markets and capabilities that will lead to accelerated growth.
DPO brings direct-to-merchant payment services in 21 new markets, pivots our business to the fastest growing online segment, adds technology and expertise beyond card rails and brings a substantial pool of talented colleagues who will further enhance our capabilities.
This acquisition is a significant milestone on our journey to becoming the fastest-growing and most innovative customer centric payments company in the Middle East and Africa."
Notes on the transaction
The stock component of the consideration will be satisfied through the issuance of a total of 11,101,690 new Network shares. Of these shares: 5,309,922 will be issued to APIS, subject to a 2 year escrow period; and 5,791,768 will be issued to Eran Feinstein and Offer Gat (the DPO Founders), of which 3,185,954 will be subject to a 2 year escrow period and 2,605,814 will be subject to a lock up for 12 months (50%) and 18 months (50%).
Amie Gramlick, Head of Investor Relations
Ben Foster and Anthony Di Natale