Nayax (NYAX) investor relations material

Deal rationale and strategic fit

• Acquisition accelerates entry into the mobility and smart parking sector, creating a full-stack platform that integrates payment, compliance, and management solutions, and expands the addressable cashless opportunity by $85 billion to $342 billion by 2029.

• IPS brings a strong U.S. presence with over 550 customers and 250,000 managed spaces, providing cross-sell opportunities for payments and EV charging, and enabling expansion into new markets, especially Continental Europe.

• The deal supports ambitions to become a global leader in unattended payments and mobility solutions, leveraging IPS’s established customer base and the acquirer's payment expertise.

• Customers increasingly demand integrated, one-stop solutions for parking and mobility, which the combined platform aims to deliver.

• Acquisition aligns with a strategy of acquiring trusted vertical solution providers and integrating them with proprietary payments infrastructure, supporting long-term revenue and margin growth targets.

Financial terms and conditions

• All-cash transaction valued at $350 million on a cash-free, debt-free basis, representing a 17x 2026 adjusted EBITDA multiple, or 12x including expected synergies.

• Funded through a mix of cash on hand and $150 million in new committed debt.

• Net leverage at closing expected to be 3.8x, with plans to reduce below 3.0x by end of 2027.

• IPS projected to generate over $90 million in revenue and $21 million adjusted EBITDA in 2026, with more than 60% recurring revenue and 20% organic growth over FY 2025.

• Transaction is immediately accretive to gross margin, Adjusted EBITDA margin, Adjusted EPS, and free cash flow conversion.

Synergies and expected cost savings

• Over $8 million in run-rate adjusted EBITDA synergies expected by 2029, driven by payment volume migration, international expansion, and cross-selling EV charging.

• Synergies from integrating payment processing, leveraging supplier relationships, and manufacturing cost savings.

• Payment integration expected to drive higher profitability and take rates.

• Synergies estimated to reduce effective EBITDA multiple from 17x to 12x.