REG - Eurowag - Update on the acquisition of WebEye’s assets

WAG Payment SolutionsAnnouncement

16/05/2022 07:00

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RNS Number : 5813L  Eurowag  16 May 2022

16 May 2022

 

EUROWAG

Eurowag to acquire substantially all of the assets of WebEye, a leading Fleet
Management Solution provider

W.A.G payment solutions plc ("Eurowag", or the "Group") a leading pan-European
integrated payments & mobility platform focused on the Commercial Road
Transportation industry ("CRT"), is pleased to announce that it has entered
into an agreement to acquire substantially all of the assets of WebEye
Telematics Zrt. ("WebEye", or the "Seller"), a leading Fleet Management
Solution provider in Central and Eastern Europe, from the Seller.

On 15 November 2021, Eurowag announced that it had entered into an
agreement, subject to regulatory clearances, to acquire 100% of the share
capital of WebEye. On 11 March 2022, Eurowag announced it had not received
approval from the Ministry of Interior in Hungary ("MoI") to complete the
transaction and thus would look at other options to facilitate the
transaction. Since then, Eurowag has been working with WebEye to structure a
transaction to mitigate the concerns the MoI had.

Eurowag will acquire substantially all of the assets of WebEye except for the
activities subject to concerns from the MoI, which make an immaterial
contribution to the revenue and profits of WebEye, and were not part of the
strategic rationale for the initial transaction. WebEye will transfer all
other activities to its subsidiaries, and Eurowag will acquire the
subsidiaries from WebEye in two tranches. The first tranche will contain all
non-Hungarian subsidiaries, and the second tranche will contain all Hungarian
subsidiaries. Due to the new structure, the second tranche will be subject to
a new clearance from the Ministry of Innovation and Technology in Hungary,
which Eurowag previously obtained.

Eurowag will pay an initial cash consideration of EUR 43.2 million on a
cash-free, debt-free basis 1  (#_ftn1) . EUR 23.3 million of this amount is
payable upon closing of the acquisition of the non-Hungarian subsidiaries, and
EUR 19.9 million upon closing of the acquisition of the Hungarian
subsidiaries. Eurowag will also pay a deferred settlement component within
three years from completion of the transaction, a part of which is subject to
the fulfilment of certain KPIs. The maximum consideration, including the
deferred settlement component, is capped at EUR 60.6 million.

WebEye has an established presence in Europe with a total portfolio of more
than 58,000 connected trucks. It generated revenues of EUR 16.4 million and
normalised adjusted EBITDA of EUR 5.6 million in the year ended
31 December 2021, based on unaudited consolidated management accounts
prepared under Hungarian GAAP. WebEye is led by Pál Németh, who has been
instrumental in the growth of the company, and will continue to manage the
acquired business and oversee its integration into Eurowag.

The transaction will expand the Group's customer base, and WebEye's customers
will gain access to Eurowag's unrivalled range of integrated end-to-end
payment and mobility solutions leading to incremental revenue opportunities.
Furthermore, data from the connected trucks will provide insights and enable
the continual development of new and improved solutions to address customers'
needs. The transaction will be funded from cash on balance sheet and is
expected to be immediately earnings accretive.

Completion of the transaction is anticipated in July 2022, subject to
customary completion conditions including the new clearance from the Ministry
of Innovation and Technology in Hungary. The prior approvals from the
Hungarian Competition Authority and the Romanian Competition Council remain
valid for the restructured transaction.

 

Martin Vohánka, CEO and Founder of Eurowag, said:

"I am very pleased that we have managed to get to an agreement that enables us
to acquire substantially all of the assets of WebEye. I am excited about this
acquisition, which is exactly in line with our strategy of further expanding
our payments and mobility platform. WebEye has more than 58,000 connected
trucks, and this gives us access to new customers to whom we can offer our
leading integrated services proposition."

Pál Németh, the CEO of WebEye, said:

"Joining forces with Eurowag opens doors to new markets and offers our
customers access to a wide range of services and solutions for their
businesses to thrive. Eurowag's integrated digital platform helps transport
operators make their business more efficient and more profitable, while making
the lives of truck drivers easier. I am excited to join the Eurowag team and
help achieve its vision to democratize the on-road mobility industry through a
technological revolution."

The acquisition constitutes a class 2 transaction, and this announcement has
been made pursuant of Chapter 10 of the UK Financial Conduct Authority's
Listing Rules.

The person responsible for the release of this announcement on behalf of
Eurowag is Tomáš Novotný (Head of Investor Relations).

 

ENQUIRIES

Eurowag

Tomáš Novotný (Head of Investor Relations)

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

 

Michal Malysa (Head of Group Communications)

michal.malysa@eurowag.com (mailto:michal.malysa@eurowag.com)

+420 775 70 80 86

 

About Eurowag

Eurowag was founded in 1995 and is a leading pan-European integrated payments
& mobility platform focused on the commercial road transportation
industry. It makes life simpler for commercial drivers and operators across
Europe through its unique combination of payments solutions, seamless
technology, a data-driven digital eco-system and high-quality customer
service. www.eurowag.com (http://www.eurowag.com/)

About WebEye

WebEye was established in 2001 with focus on CRT customers in Hungary. Today
it is the leader in CRT Fleet Management Solution in Hungary and Romania, with
customers in Bulgaria, Croatia, Czech Republic, Germany, Poland, Portugal,
Slovakia, and Slovenia. WebEye generated a profit before tax of
EUR 3.0 million in the year ended 31 December 2021 and its gross assets
were EUR 12.0 million as at 31 December 2021, based on unaudited
consolidated management accounts prepared under Hungarian GAAP.

 

 1  (#_ftnref1) The difference of EUR 4.7 million compared to the figure
announced on 15 November 2021 represents net debt adjustments, which Eurowag
will now pay to WebEye.

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