REG - Eurowag - Acquisition of 30% of Sygic and update on Inelo

WAG Payment SolutionsAnnouncement

20/12/2022 07:00

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RNS Number : 2203K  Eurowag  20 December 2022

 

20 December 2022

 

EUROWAG

 

Acquisition of remaining 30% of Sygic a.s. and update on proposed acquisition
of Inelo

 

W.A.G payment solutions plc ("Eurowag", or the "Group") a leading pan-European
integrated payments and mobility platform focused on the Commercial Road
Transportation ("CRT") industry, today announces it has entered into an
agreement to acquire the remaining 30% equity interest in Sygic a. s.
("Sygic") for a total consideration of €14.4 million, payable in April 2024
(the "Transaction").

 

In April 2019, Eurowag acquired a 70% equity interest in Sygic with a
predetermined put and call option mechanism on the remaining 30% minority
interest in April 2024. This acquisition expanded Eurowag's capabilities and
added new technology and tools, such as navigation services and software, to
the Group's integrated solution offerings.

 

Eurowag has reached an agreement today, which will enable the Group to take
full control of Sygic's resources, with the consideration for the 30% equity
interest to be payable in April 2024, in line with the original option
agreement. Under the previous shareholders agreement, the minority
shareholders had certain rights pertaining to the application of Sygic's
resources within the Group. Having full control of Sygic will provide Eurowag
with unrestricted access to Sygic's resources and allow it to fully utilise
Sygic's digital expertise and people capabilities. This, in turn, will enable
Eurowag to accelerate its digital sales channel and integrated product
initiatives by utilising Sygic's capabilities more effectively across
Eurowag's whole range of mobility solutions.

 

In line with calculation under the original option structure, the early option
consideration of €14.4 million consists of €10.8 million for the 30%
minority interest and €3.6 million for the current net cash attributable to
minority shareholders and expected accumulated cash until April 2024 due to
minorities.

 

Eurowag will be acquiring the remaining 30% from various minority shareholders
including QQ Capital SE (investors including Michal Stencl(1)), Pasanote
Capital (investors including Jan Sameliak(1)) and others.  As Michal Stencl
and Jan Sameliak are both Directors of Sygic, the Transaction is a smaller
related party transaction for Eurowag, falling within LR11.1.10 R.

 

Martin Vohánka, Founder and CEO, commented:

 

"We have been working successfully with Sygic and its management team since
early 2019. The ambition then was to add their location-based products and
services to our growing suite of mobility solutions. Our strategic focus has
evolved, and we are now building a digital platform where our customers will
have access to all our solutions through a single channel. The full
consolidation of Sygic is the next logical step to achieve our ambition and
fully utilise their technology expertise and skill sets. We are also pleased
to have Martin Strigač, CEO of Sygic, joining our Executive team as Chief
Product Officer, where he will be fundamental in helping us build our digital
platform."

 

Update on proposed acquisition of Inelo

 

Following the announcement on the proposed acquisition of Grupa Inelo S.A.
("Inelo"), dated 25 October 2022, the Company is pleased to have received
foreign direct investment regulatory and antitrust approval from the relevant
authorities in North Macedonia and Slovenia, and on Monday 19 December 2022,
the Company was notified by the Polish anti-trust authority that its decision
has been issued. The shareholder circular is expected to be sent to
shareholders in early 2023, following the approval of the FCA, with completion
expected in Q1 2023.

 

Notes:

1.   Consideration due as a result of the transaction; QQ Capital SE €5.5
million, Pasanote Capital €3.8 million.

 

ENQUIRIES

Eurowag

Carla Bloom

Head of Investor Relations

+44 (0) 789 109 4542

investors@eurowag.com (mailto:investors@eurowag.com)

 

Instinctif Partners

Tim McCall, Galyna Kulachek, Bryn Woodward

IR and international media

+44 (0)20 7457 2020

eurowag@instinctif.com (mailto:eurowag@instinctif.com)

 

About Eurowag

Eurowag was founded in 1995 and is a leading pan-European integrated payments
& mobility platform focused on the CRT industry. Eurowag's innovative
solutions makes life simpler for small and medium businesses in the CRT
industry across Europe through its unique combination of payments solutions,
seamless technology, a data-driven digital ecosystem and high-quality customer
service. https://investors.eurowag.com (https://investors.eurowag.com)

 

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