Nexi S.p.A. (BIT:NEXI) signed a memorandum of understanding to acquire SIA S.p.A. from CDP Equity and FSIA Investimenti S.r.l, Banca Mediolanum S.p.A. (BIT:BMED), Banco BPM Società per Azioni (BIT:BAMI), Deutsche Bank Aktiengesellschaft (XTRA:DBK) and others for €4.6 billion on October 4, 2020. On February 11, 2021, an agreement has been signed. Under the terms of transaction, the exchange ratio will be 1.5761 Nexi new shares for each SIA share. The MoU was also executed for the integration of the two groups through the merger by incorporation of SIA into Nexiby .Current SIA shareholder will receive a stake in the share capital of the New Group equal to 30%, while current Nexi shareholders will maintain a stake of 70%. The New Group will immediately have a free float of over 40% of the share capital, confirming its nature as a public company. The entity resulting from the merger will remain listed on the MTA and will be the new Italian PayTech leader in Europe. The new PayTech Company, through its independent role and having CDP as anchor investor. For year ended December 31, 2019, SIA had revenue of €0.7 million and EBIDTA of €0.3 million. This new international excellence, stemming from the combination of two companies that have been partnering for over a decade, will have a workforce of 5.5 thousand individuals in 15 countries, of which over 4 thousands dedicated to the Italian technological and digital innovation hub, essential for the technological development of the Country. The New Group will be led by Paolo Bertoluzzo as Chief executive Officer and General Manager while the current as Chief executive Officer of SIA that is Nicola Cordone will - until closing - continue activities for the ordinary management of the Company, supporting employees and shareholders, and eventually pursue new professional challenges. Effective March 8, 2021, Nicola Cordone will oin the CDP Equity team in the role of Senior Advisor and step down as Chief Executive Officer. The current corporate governance of Nexi with the current Board of Directors chaired by Michaela Castelli, which will be strengthened, at closing of the transaction, with the appointment of 5 (or 6, depending on shareholder ownership at closing) new directors designated by CDPE and FSIA, of which 3 will be independent, 1 will take the role of Vice-Chairperson and 1 will be a non-independent director. As a consequence of the above rearrangement, out of 13 directors, the number of independent members will be further increased.

The transaction is conditional, among other things, upon the satisfactory outcome of a confirmatory due diligence on Nexi and SIA, the required approvals by the corporate bodies of the various entities involved in the transaction in relation to the execution of binding agreements, the absence of an obligation to launch a mandatory takeover offer on the New Group or the applicability of the relevant exemption in case of approval of the merger through the “whitewash” mechanism, as well as upon the obtainment of required consents and authorizations, of both contractual and regulatory nature (including the authorization by the competent Antitrust authorities and, where applicable, the Bank of Italy). The deal is also subjected to approval from target board. The transaction has been approved by Board of SIA S.p.A on February 11, 2021. As of June 21, 2021, the transaction was approved by the shareholders of Nexi. As of September 3, 2021, the antitrust investigation has been started. As of October 14, 2021, Italian Competition Authority conditionally approved the transaction which follows those already granted by the Polish, Austrian and German Competition Authorities. The Parties aim to complete the transaction by the summer of 2021. As of November 11, 2020, transaction is expected to close in third quarter of 2020. As of October 15, 2021, transaction will be completed "as soon as practicable" after Italy's antitrust authority gave a conditional green light to the deal. The transaction will generate a double-digit cash EPS accretion in 2022. As of December 16, 2021, all the required regulatory approvals has been obtained and the entire transaction is expected to become effective as from January 1, 2022.

Nexi is advised by BofA Securities, HSBC Bank and Mediobanca – Banca di Credito Finanziario S.p.A. as financial advisors, Legance – Avvocati Associati as legal counsel, as well as by PWC for the financial and accounting due diligence and KPMG for tax matters. SIA is being advised by J.P. Morgan as Sole Financial Advisor and is supported by Rothschild on specific activities in the context of the transaction, Gianni, Origoni, Grippo, Cappelli & Partners as legal counsel, as well as by KPMG for the financial and accounting due diligence and Tremonti, Romagnoli, Piccardi e Associati for tax matters. Mercury UK is advised by IMI – Intesa Sanpaolo and Nomura as financial advisors. Giuseppe Puccio, Gianluca Magnani, Goffredo Frisina, Corrado Di Gaspare, Fulvio Battaglia and Leone Iaboni of Banca Akros S.p.A. acted as financial advisor to CDP Equity.

Nexi S.p.A. (BIT:NEXI) completed the acquisition of SIA S.p.A. from CDP Equity and FSIA Investimenti S.r.l, Banca Mediolanum S.p.A. (BIT:BMED), Banco BPM Società per Azioni (BIT:BAMI), Deutsche Bank Aktiengesellschaft (XTRA:DBK) and others on December 31, 2021.