Findi (FND) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Sphere adds bank-grade loyalty, rewards, and ESG technology, enhancing digital and physical offerings and supporting expansion into new product areas for banking customers in India.

• The deal secures Sphere's management and IP, accelerates cross-sell and commercial rollout in India, and supports the strategy to become a full-service payments bank.

• Sphere operates in multiple countries, brings a strong customer base including the largest digital bank in Dubai, and enables ESG features and loyalty programs across ATMs, merchants, and unified banking centers.

• Completion of prior acquisitions and integration creates one of India's largest hybrid financial service networks, supporting a transition to a full-service “phygital” banking model.

Financial terms and conditions

• Findi will acquire 100% of Sphere for up to A$6 million, payable in shares: 50% at completion, 25% on 30 June 2026, and 25% on 31 December 2026, contingent on revenue milestones.

• Consideration includes ordinary shares, hold back shares, and performance-based earn-out shares, subject to revenue targets and customary adjustments.

• Sphere currently generates over AUD 1 million in annual recurring revenue and is growing steadily.

• New AUD 30 million debt facility arranged to replace existing AUD 9.5 million notes, with a 3-year maturity and expected interest rate of 10–12% per annum, potentially releasing up to AUD 40 million in restricted cash.

• FY 2026 revenue guidance is AUD 100–105 million, with an exit run rate of AUD 130–140 million; operating EBITDA expected at AUD 10–12 million, rising to AUD 28–30 million exit run rate.

Synergies and expected cost savings

• Integration of acquired businesses has already delivered AUD 6 million in cost synergies, with a further AUD 2 million identified, to be fully realized by 4Q FY26.

• Integration of Sphere is expected to drive cross-selling, incremental fees, and ESG credibility at scale across the network.

• Integration of digital and physical networks anticipated to deliver synergy realization and portfolio resets, supporting accelerating growth.

• Operational, financial, and administrative synergies include asset redeployment, combined teams, tax benefits, and optimized sales and finance functions.

• Full benefit of synergies and cost-outs will be realized in the second half of the financial year.