Nexi S.p.A. (BIT:NEXI) signed a framework agreement to acquire Nets A/S from Hellman & Friedman LLC, Advent International Corporation, Bain Capital Private Equity (Europe), LLP, GIC Pte. Ltd. and others for €6 billion on November 15, 2020. Nexi S.p.A. merger deed to acquire Nets A/S from Hellman & Friedman LLC, Advent International Corporation, Bain Capital Private Equity (Europe), LLP, GIC Pte. Ltd. and others on June 16, 2021. Nets shareholders to receive 406.6 million newly issued Nexi shares, resulting in a pro-forma ownership of 39% in Nexi + Nets. Existing Nexi shareholders to own 61% in Nexi + Nets. In October 2020, Nexi signed a memorandum of agreement to acquire SIA S.p.A. Nexi shares issued to Nets' shareholders will be subject to a lock-up mechanism of up to 24 months post-closing, with 1/3 locked up for 6 months, 1/3 locked up for 12 months and the remaining 1/3 locked up for 24 months. In addition, a potential earn-out of up to €250 million will be payable in newly issued Nexi shares in 2022, contingent on the 2021 EBITDA performance of Nets. As of July 12, 2021, Nexi S.p.A. has issued 5.73 million shares as earnout consideration shares.

Upon closing of Merger, Hellman & Friedman would own 21%, Advent International & Bain Capital 13%, Intesa Sanpaolo 6%, GIC Private Equity 4%, with a free float of 44%. The New Group will remain listed on the Italian Stock Exchange. Upon Closing, the Group Board of Directors will be chaired by Michaela Castelli, current Nexi Chair. The New Group will be led by the current Group Chief Executive Officer of Nexi, Paolo Bertoluzzo, as Group Chief Executive Officer. The current Group Chief Executive Officer of Nets, Bo Nilsson, will become non-executive Board member of Nexi and Chairman of Nets. Hellman & Friedman will also appoint another Board member as a result of the transaction.

Closing is subject to the satisfaction of the conditions which include, amongst others, relevant merger control and other regulatory approvals as well as the completion of the sale of Nets' Corporate Services to Mastercard. The Merger has been approved by the Nexi's Board of Directors. As of March 3, 2021, the transaction has been approved by the shareholders of Nexi. As of March 9, 2021, the transaction has been approved by European Commission. The antitrust clearance is unconditional and does not require any commitments from the parties. Nexi EGM and related whitewash vote to approve the Merger is expected to take place in Q1 2021 and the execution of the merger deed with Nets is anticipated in Q2 2021. As on March The Nets transaction is expected to be completed in Q2 2021. 2022 Cash EPS accretion >25% expected for Nexi shareholders, assuming closing of both Nets and SIA transaction. HSBC, Centerview, BofA Securities, Citigroup Inc. (NYSE:C) and Goldman Sachs acted as financial advisors for Nexi. Jacob Vinther, Kenny Michael Andersen, Kim Toftgaard, Torben Nørskov, Laurits Schmidt Christensen, Brian Bundgaard and Christian Ulrich Weiss Bruhn of Accura, Legance – Avvocati Associati and Linklaters are acting as legal advisors, PWC as due diligence advisor for financial and accounting matters and KPMG for tax matters for Nexi. Lazard and Gabriele Villa as financial advisors and Studio Legale Galbiati, Sacchi e Associati as legal advisors for Nexi's Committee for Related Party Transactions. Credit Suisse and J.P. Morgan acted as lead financial advisors to Nets with Deutsche Bank and Morgan Stanley acting as additional financial advisors. Freshfields Bruckhaus Deringer acted as legal advisors, and Ernst & Young as due diligence advisors for accounting and tax matters. Mediobanca, Citi and Barclays acted as financial advisors and Pirola Pennuto Zei & Associati as tax advisor for Advent International Corporationa and Bain Capital. Anders Carlberg and Kristian Karlsson of Dittmar & Indrenius Attorneys Ltd. acted as legal advisor to Nexi S.p.A. in the transaction. Barclays PLC also acted as financial advisor to Mercury UK Holdco Limited. Lewis Blakey of Weil, Gotshal & Manges LLP acted as legal advisor to Advent International Corporation and Bain Capital. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Goldman Sachs S.I.M. S.p.A. and Centerview Partners LLC in the transaction.

As of June 16, 2021, all the required regulatory approvals have been obtained. The transaction is expected to close on July 1, 2021. As of July 1, 2021, AMBITIONS FROM MAY ARE NO LONGER VALID, AS THEY DO NOT TAKE INTO ACCOUNT NETS MERGER.

Nexi S.p.A. (BIT:NEXI) completed the acquisition of Nets A/S from Hellman & Friedman LLC, Advent International Corporation, Bain Capital Private Equity (Europe), LLP, GIC Pte. Ltd. and others on June 30, 2021. Pursuant to the provisions of the merger deed, the Nets Merger will therefore be effective for statutory, accounting and tax purposes from July 1, 2021.