Eurowag to acquire Inelo

W.A.G payment solutions plc ("Eurowag" or the “Company” and, together with its subsidiaries, the "Group"), a leading pan-European integrated payments & mobility platform focused on the Commercial Road Transportation industry ("CRT"), today announces that it has reached an agreement for W.A.G. payment solutions a.s., a wholly-owned subsidiary of Eurowag, to acquire 100% of the share capital of Grupa Inelo S.A. ("Inelo"), a leading Fleet Management Solutions (“FMS”) and Work Time Management (“WTM”) provider in Poland and Slovenia, for up to €306 million from INNOVA/6 SCA SICAV-RAIF, European Telematics Holding SA SCA and certain other vendors (the “Proposed Acquisition”).

The consideration for the Proposed Acquisition is based on an enterprise value for Inelo of up to €306 million, made up of an agreed equity cash consideration of approximately €224 million and adjusted net debt of approximately €70 million, of which up to €58 million¹ of debt will be repaid (subject to certain closing adjustments) on or around completion of the Proposed Acquisition (“Completion”). There is also a deferred consideration, based on Inelo’s EBITDA performance in the year to 31 December 2022, capped at €12.5 million, which will (if applicable) become payable in 2023 following approval of the audited consolidated financial statements of Inelo for the financial year ending 31 December 2022. The Proposed Acquisition will be financed by existing cash and debt resources following the refinancing of the Group’s bank facilities announced on 22 September 2022.

The Proposed Acquisition offers compelling strategic and financial benefits to the Group:

• Builds scale through the addition of approximately 87,000 connected trucks² and strengthens its geographic footprint in Poland, the largest commercial road transport market in Europe;
• Adds mission critical product in the form of WTM which improves efficiency and driver wellbeing whilst also presenting material cross-selling opportunities;
• Strengthens the Eurowag platform through the growth of the Eurowag network and roughly doubles the number of connected trucks from which the Group collects data providing deeper customer insight and product development; and
• Drives attractive financial profile with double-digit adjusted earnings accretion expected in the first full year post completion.

Inelo has a highly experienced management team led by Magdalena Magnuszewska as Chief Executive Officer and Mikolaj Chruszczewski as Chief Financial Offer. Magdalena and Mikolaj and their senior team will be joining Eurowag in senior management roles following completion of the Proposed Acquisition.

Martin Vohánka, Founder and CEO of Eurowag, commented:

“This strategically important transaction not only brings additional scale to Eurowag, it also takes us significantly closer to achieving our ambition of delivering a fully integrated, digital end-to-end platform for customers in the commercial road transportation sector.

Inelo adds approximately 87,000 connected trucks to our network and solidifies our position as a leading provider of fleet management solutions to the CRT industry in the CEE region. Importantly, it also adds exciting new products to our platform in working time management solutions, which provide mission critical services to customers and drive excellent customer retention. We look forward to welcoming Magdalena, Mikolaj and their team to Eurowag and working with them as we continue to expand our digital end-to-end platform.

Eurowag remains committed to ensuring any acquisition is additive both strategically and financially to the Group and this acquisition is expected to deliver double-digit adjusted earnings accretion in the first year of ownership. With our integrated payments and mobility platform, we believe Eurowag can not only make our customers’ lives better in what is an underserved and fragmented sector but also deliver compelling returns for our shareholders.”

Magdalena Magnuszewska, CEO of the Inelo Group, commented:

“We are benefitting from the digitalization wave across the CRT industry, and this potential has been recognized by the Eurowag Group. I am glad that, thanks to our partnership with Eurowag, we will be able to continue the development of the "one stop shop for commercial road transport" offer throughout Europe, and by joining forces with a pan-European leader we will accelerate our growth.”

Strategic highlights

The Proposed Acquisition is strategically highly complementary, building on all five of the Company’s key growth pillars - growth from existing customers, geographic expansion and penetration, go-to-market channel expansion, digital platform development and accretive M&A. When considering potential acquisitions, the Group evaluates both the financial merits of a transaction and assesses the transaction against four key strategic criteria. The Proposed Acquisition delivers on each of the key criteria of Eurowag’s inorganic growth strategy:

• Enlarging the Group’s total addressable market via new geographies and adjacent products and services:
  • Adds approximately 87,000 connected trucks, which roughly doubles Eurowag’s number of connected trucks;
  • Strengthens the Group’s existing position in FMS in Poland, being the largest CRT market in Europe, whilst adding critical mass in Slovenia, Croatia and Serbia;
  • Brings new product capabilities to Eurowag’s integrated technology platform:
    • Adds the mission critical and often legally required WTM product area (approximately 60,000 drivers settled directly by Inelo monthly and a further approximately 100,000 drivers settled monthly using software sold by Inelo), building toward Eurowag’s vision of offering a fully integrated end-to-end digital platform;
    • The addition of the WTM also builds on the Group’s existing ESG agenda, offering another product that is focussed on improving efficiency and driver wellbeing; and
    • Provides new pool of data, derived from FMS which feeds into WTM and further supports the development of innovative solutions to improve the efficiency of our customers’ operations.
• Strengthening the Group’s market position, and provides new cross-selling opportunities to enhance customer relationships which unlocks further network potential:
  • The Proposed Acquisition will solidify Eurowag’s position as a leading pan-European integrated payments & mobility platform focused on the CRT industry, and help to drive high customer retention;
  • Multiple new cross-selling / revenue synergy opportunities are anticipated given significant new customer relationships and new product capabilities:
    • Inelo’s large customer base, primarily in the Polish market, will significantly expand Eurowag’s network and create significant cross-selling opportunities for Eurowag’s existing product suite;
    • In particular, utilisation of loyal Inelo customer base in the legally required WTM product creates a strong target opportunity into which to sell Eurowag’s current payments products (in particular energy and toll);
    • Extensive opportunities to cross-sell Inelo platform, particularly WTM products, into Eurowag’s customer base, growing the unit economics of each customer of the Group as enlarged by the Proposed Acquisition (the “Enlarged Group”);
• Accelerating the pace of delivery of the Group’s strategy by supporting innovation, acquiring necessary technologies and building out capabilities as an integrated end-to-end digital platform:
  • The Proposed Acquisition capitalises on supportive market trends that continue to drive the sector including digitisation of the CRT sector, the rise of integrated platforms delivering a selection of solutions to CRT sector in one place, expansion of the road mobility market and a push towards net zero;
  • Eurowag believes that a one-stop-shop offer including payments and mobility solutions, as well as financial services and digital freight forwarding will position Eurowag as the preferred platform for customers across the CRT industry; and
  • Data collected from additional trucks will underpin the development of Eurowag’s integrated digital platform by harnessing additional insights which can be incorporated into Eurowag’s extensive range of payment and mobility solutions.
• Increasing customer life-time value and retention:
  • Inelo’s products generate subscription-based revenues³ of approximately 80% of total revenues, driven by both FMS and WTM products;
  • Eurowag’s network expansion supports further network effects, offering more services per customer, decreasing churn, increasing retention rate and customer life-time value; and
  • The addition of new WTM products, which fulfil a legal requirement for many customers within the CRT industry, will further embed Eurowag with its customers and build on the Group’s outstanding average net revenue retention between 2017 and 2021 of over 110%.

Financial highlights⁴

The Proposed Acquisition will further enhance Eurowag’s highly attractive financial profile, and is expected to deliver double-digit adjusted earnings accretion in the first full year of ownership:

• Strong revenue track record underpinned by attractive tailwinds:
  • In the year to 31 December 2021, Inelo delivered revenues of €26.8 million (year-on-year growth of 40.6%)⁵ (based on audited Polish and Slovenian local GAAP); and for the six months to 30 June 2022, Inelo delivered revenues of €20.6 million (based on unaudited Polish and Slovenian local GAAP)⁶;
  • Inelo’s growth has been underpinned by a number of long-term industry tailwinds, including increased regulation and growing digitisation of transport logistics, as well as its successful M&A strategy with the acquisitions of CVS Mobile d.d. (“CVS”) in September 2021 and Marcos BIS sp. z.o.o. (“Marcos”) in May 2020;
• Attractive adjusted EBITDA⁷ margins:
  • For the six months to 30 June 2022, Inelo delivered an adjusted EBITDA margin of 43.8% (based on unaudited Polish and Slovenian local GAAP)⁶;

• The Proposed Acquisition will significantly diversify the Group’s revenue base with approximately 40-50% of future revenue expected to be generated by the Enlarged Group’s mobility solutions segment in the near-term;
• Subscription-based revenue contribution is expected to increase significantly, strengthening the Group’s revenue resilience;
• The Proposed Acquisition is expected to deliver double-digit adjusted earnings accretion in the first full year of Eurowag’s ownership with accretion expected to rise in subsequent years as the Enlarged Group delivers on cross-selling opportunities; and
• Post the completion of the Proposed Acquisition, Eurowag expects to continue to deliver organic net revenue growth of between high teens and low twenties per cent over the medium-term. The Proposed Acquisition significantly increases the revenue contribution to the Group from the mobility solutions segment, which has lower operational gearing, but generates naturally more recurring revenues. Consequently, the change in the revenue mix may impact the pace of the margin expansion of mid-forties trending to high-forties per cent over the medium-term. The Group continues to expect transformational capex to be €50m in aggregate for 2022 to 2023 and ordinary capex to be approximately a high single digit percentage of net revenue over the medium term. The Group expects to exceed the top end of its leverage target by around half a turn of adjusted pro-forma EBITDA on completion of the Proposed Acquisition, and return back to the leverage target range of 1.5x to 2.5x in the near term.

Conditions, timetable and approvals

The Proposed Acquisition is a Class 1 transaction for Eurowag under the Listing Rules of the Financial Conduct Authority (the “FCA) (the “Listing Rules”). The shareholder circular (the “Circular”) containing further details on the Proposed Acquisition, the voting recommendation of Eurowag's Board of Directors (the “Board”) and the notice convening a general meeting of the shareholders of Eurowag to vote on a resolution to approve the Proposed Acquisition (the “Resolution”) is expected to be posted to shareholders in December 2022. The Board intends to recommend that its shareholders vote in favour of the Resolution.

Martin Vohánka, TA Associates⁹ and certain members of the Board who hold shares have each irrevocably undertaken to vote in favour of the Resolution and such undertakings, collectively, represent in excess of the minimum voting rights expected to be required to pass the Resolution (being 50%+1).

Completion is conditional, amongst other things, on approval of the Circular by the FCA, Eurowag shareholder approval and the receipt of approval from relevant foreign direct investment regulatory bodies and antitrust authorities in Poland, Slovenia and North Macedonia.

The Proposed Acquisition is expected to complete in the first quarter of 2023.

Investor and analyst presentation today

Martin Vohánka (CEO) and Magdalena Bartoś (CFO) will host a virtual presentation and a Q&A session for investors and analysts today, 25 October 2022, at 8.30am BST.

Please register to attend the investor presentation via the following link: https://us02web.zoom.us/webinar/register/WN_O6WQ7mpMR7CNU-f9fDNXtg

The webcast details are also available on the Group's website at investors.eurowag.com

^{Notes:    
1.    €50 million of debt payable on Completion (as at the locked box date and is subject to adjustment depending on the date of Completion), which is likely to rise to €58 million following the completion of Inelo’s ongoing acquisition of another company.
2.    Inelo connected trucks represent the number of medium and heavy commercial vehicles over 3.5 tonnes that have an Inelo on-board unit installed within the vehicle.
3.    Subscription based revenue is the proportion of Inelo 2021 revenue which is derived from subscription contracts.
4.    All financial information relating to Inelo contained in this announcement has been prepared in accordance with Polish and Slovenian local GAAP. Such financial information is subject to a conversion to IFRS and the Group’s accounting policies and, therefore, may be different when presented in the Circular. Further information on the adjustments from local GAAP to IFRS can be found in Appendix B to this announcement.
5.    Inelo 2021 financials include four months of contribution from acquisition of CVS. Based on a EUR:PLN average exchange rate for the year to 31 December 2021 of 4.57 and for the year to 31 December 2020 of 4.44. Growth based on EUR to EUR.
6.    Based on a EUR:PLN average exchange rate for the 6 months to 30 June 2022 of 4.63 and for the 6 months to 30 June 2021 of 4.41. Growth based on EUR to EUR. H1 2022 includes a full contribution of CVS.
7.    Inelo adjusted EBITDA is calculated on the basis of earnings before interest, tax, depreciation and amortisation and before adjusting items including M&A transaction related expenses, non-recurring one-off costs, strategic transformation expenses, capitalised research and development expenses and share-based compensation. For the avoidance of doubt this definition is not aligned to that of Eurowag.
8.    Based on a EUR:PLN average exchange rate for the year to 31 December 2020 of 4.44.
9.    Shares held through Bock Capital EU Luxembourg WAG S.à r.l., a vehicle affiliated with TA Associates.}