Nayax Ltd. (TASE:NYAX) entered into a definitive agreement to acquire VM Tecnologia LTDA for approximately BRL140 million on March 6, 2024. The purchase price, equating to an enterprise value of approximately BRL 110 million, will be paid partially upfront in BRL 66 million cash with BRL 44 million to be settled semi-annually over the next three years in cash or equity at Nayax's option, contingent upon management retention and achieving certain revenue growth (consistent with prior experience) over a three-year period. In addition, there is an earnout of up to BRL 27.5 million payable primarily in stock based on the achievement of significant three-year growth objectives, bringing the total potential consideration to BRL137.5 million.

This transaction closure in Q2 2024, subject to customary closing conditions. Baptista Luz is serving as legal advisor to Nayax Ltd. (TASE:NYAX). Pipeline Capital is serving as financial advisor and Gentil Monteiro, Vicentini, Beringhs e Gil (GVBG) is serving as legal advisor to VMtecnologia.