BPER Banca S.p.A. (“BPER Banca”) and Banco di Sardegna S.p.A. (“Banco di Sardegna”) announce they have today signed an agreement for a long-term partnership with Nexi S.p.A. (“Nexi”), to be implemented by transferring their respective merchant acquiring and POS management businesses to Nexi. Banco di Sardegna will additionally transfer to Nexi its 100% interest in Numera Sistemi e Informatica S.p.A. (“Numera”), subject to the prior carve-out from Numera of business activities that are not related to POS management and support (hereinafter, as a whole, the “Transaction”).

The consideration for the transaction amounts to Euro 384 million (inclusive of a deferred component of up to Euro 66 million, whose payment is contingent upon the achievement of certain economic and qualitative targets).

In 2021, the transferred business generated a total transactional banking volume of Euro 13 billion through a network of over 110 thousand retailers and approximately 150 thousand POS terminals.

The Transaction is a significant development in the relationship with Nexi, PayTech leader in Europe and historical partner of the BPER Group. With this transaction, the BPER Group will enhance the merchant acquiring business by leveraging the degree of specialisation and the economies of scale offered by the partnership with Nexi, while retaining a significant economic return from the business on a running basis for the entire duration of the agreement; the partnership will further enhance the strategic component of the merchant acquiring business through a governance system that will make it possible to share with Nexi the process of innovation of merchant acquiring products and services for the customers of the BPER Group. The payment system activities of Numera will likewise be enhanced, recognising its strategic role as a centre of excellence in the region in which it currently operates.

The closing of the transaction is expected in the second half of the year and is subject to obtaining the authorisations from the competent Authorities.

On this transaction, the BPER Group was assisted by Deutsche Bank as the sole financial advisor, law firm Gianni & Origoni as the legal advisor and Deloitte for financial due diligence.