Numbers, comments and next steps of the merger by incorporation of Sia in Nexi that gives birth to the national sample in the digital payments sector controlled by the Cdp group

There will be at least 5 directors of Nexi appointed by Cassa Depositi e Prestiti after the closing of the merger of Sia.

The governance of Nexi, as announced in the note on the transaction, will see the entry of 5 (or 6 depending on the post-closing shareholders) representatives of Cdp Equity and FSIA, the two vehicles of Cdp involved in the merger: three of them will be independent, one will be vice-president and one will be non-independent.

HOW WILL THE BOARD OF DIRECTORS BE

The board of directors, chaired by Michaela Castelli, will retain 13 advisors. The new group will be led by the current CEO of Nexi, Paolo Bertoluzzo, as managing director and general manager. The current CEO of Sia, Nicola Cordone, will lead - until the closing - the activities related to the ordinary management of the company and then undertake new professional challenges.

WHAT THE SHAREHOLDERS OF SIA AND NEXI HAVE DECIDED

Cdp Equity, FSIA and Mercury Uk (the vehicle of the Hourglass Bain Capital and Advent funds) have agreed that, following the signing of the memorandum of understanding and with effect from the closing, a shareholders' agreement will also be finalized in order to define their mutual relations as future shareholders of the new group.

THE MOU BETWEEN SIA AND NEXI

Signed the Memorandum of Understanding (MoU) for the integration between Nexi and Sia that will lead to the creation of a hub in the digital payments sector with aggregate pro-forma 2019 revenues of 1.8 billion and an ebitda of 1 billion euros, the two companies emphasize in a note.

THE AIMS OF THE NEXI-SIA MERGER

The goal is to complete the operation by summer 2021. The merger will take place by incorporation of Sia into Nexi: Sia shareholders will receive 1.5671 Nexi shares for each Sia share. Therefore, Sia's current shareholders will have a total of 30% of the new group and Cassa Depositi e Prestiti, the controlling shareholder of Sia as relative majority shareholder, will have a share of just over 25% while Mercury (the holding company of Bain Capital, Advent and Hourglass funds which is the main shareholder of Nexi) will have 23%. At current values, the new group will have a capitalization of more than 15 billion and a free float of more than 40%. Nexi capitalized 10.6 billion at the close of Friday.

THE NEXT STEPS OF NEXI-SIA

The operation is also subject to the satisfactory outcome of the mutual confirmatory due diligence on Nexi and SIA, to the necessary approvals of the corporate bodies of the parties involved in the operation for the signing of binding agreements, to the absence of obligations to promote a public tender offer on the shares of the new group. Among the conditions also the applicability of the exemption following the approval of the merger with the so-called "whitewash" mechanism, as well as the obtaining of the necessary consents and authorizations, both contractual and regulatory (including authorization by the competent Antitrust Authorities and, where applicable, by the Bank of Italy).

WHO HANDLED THE TRANSACTION

In the transaction, Nexi was assisted by BofA Securities, HSBC Bank and Mediobanca as financial advisor, Legance Avvocati Associati for legal aspects as well as PWC for financial and accounting due diligence and KPMG for tax aspects. SIA is flanked by J.P. Morgan as Sole Financial Advisor and supported by Rothschild for specific activities in the context of the transaction, by Gianni, Origoni Grippo, Cappelli & Partners for legal aspects as well as by KPMG for financial and accounting due diligence and by Tremonti, Romagnoli, Piccardi e Associati for tax aspects. Mercury UK is assisted by IMI-Intesa Sanpaolo and Nomura as financial advisor.

ESTIMATED SYNERGIES

The aggregation between Nexi and Sia will lead to synergies initially estimated at 150 million euros per year and the new pole will aim for further expansion abroad "with the prospect of consolidating the leading role in the European digital payments market, which is currently undergoing strong consolidation", reads the note on the agreement reached between the two companies for the aggregation.

Translated with www.DeepL.com/Translator (free version)

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