TIDMWPS
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] . 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
Michal Malysa (Head of Group Communications)
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
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] 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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END
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