Unifiedpost Group announces the sale of the Wholesale Identity Access business in the Netherlands – an opportunity for value crystallisation alongside an enhanced focus on core digital services
August 26, 2024
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INSIDE INFORMATION
La Hulpe, Belgium – August 26, 2024, Midnight– [INSIDE INFORMATION] Unifiedpost Group (Euronext Brussels: UPG) (Unifiedpost), a leading provider of integrated business communication solutions, announces the signing of a binding term sheet (Term Sheet) with Your.World B.V. (Your.World) for the sale of its Wholesale Identity Access business in the Netherlands (the Transaction). The Term Sheet outlines the sale of all shares in Unifiedpost B.V., following the carve-out of its non-Wholesale Identity Access business, for a base purchase price based on an enterprise value of € 133,0 million on a cash and debt-free basis, which includes an earn-out payment of up to € 7,7 million upon achieving certain financial milestones. The Transaction is part of a wider, new strategic partnership which is to be entered into between Unifiedpost and Your.World whereby, amongst others, Unifiedpost’s Banqup platform is distributed to over one million Your.World customers across Europe.
Unifiedpost’s Wholesale Identity Access business in the Netherlands encompasses multiple solutions for various target groups, such as sector-specific single sign-on solutions, identity access management tooling, and the issuance of identities and mandates that allow businesses to securely interact in the digital world.
The sale of Unifiedpost’s Wholesale Identity Access business in the Netherlands and the strategic partnership agreement with Your.World offers opportunities to access a broader market in the Netherlands and other European countries. Your.World’s one million predominantly SME-customers present a major addressable market opportunity for Banqup across multiple countries in Europe. In addition, the cash consideration will be used to significantly derisk Unifiedpost’s balance sheet and strengthen its financial position.
The Transaction aligns with the introduction of the European Digital Identity Regulation (eIDAS 2.0)1, which necessitates the right partner for the Dutch Wholesale Identity Access business to make the required investments to adapt to the evolving landscape. This allows Unifiedpost to focus on growing its core digital services e-Invoicing, e-Payment, and e-Reporting across Europe.
Commenting on the announcement, Hans Leybaert, CEO and founder of Unifiedpost, stated: “This transaction presents a unique opportunity to crystalise the value of the business and derisk our balance sheet. Our partnership with Your.World allows us to offer our Banqup product suite to Your.World's broad clientele in the Netherlands and abroad. I want to thank our employees in our Wholesale Identity Access business in the Netherlands for their contribution to our company over the years. The proceeds from the sale will ensure that Unifiedpost will be in a stronger financial position moving forward.”
The Wholesale Identity Access business in the Netherlands generated an EBITDA of € 8,3 million in 2023. As part of the agreement, 46 employees will join Your.World.
Completion of the Transaction is conditional upon obtaining the customary social, regulatory and corporate approvals and consultations (to the extent these would be applicable), the occurrence of no material adverse change up to closing of the Transaction, agreeing on adequate representations and warranties’ insurance, the review of the half year financial figures do not lead to an adjustment of the purchase price by more than € 10 million, the satisfactory finalisation of the terms of intermediary services, commercial and partnership agreements, the release of all pledges on shares held by Francisco Credit Partners II AIV LP, and the completion of the carve-out of the non-Wholesale Identity Access business to a newly to be incorporated subsidiary of Unifiedpost Group. The Transaction is estimated to be completed by year-end 2024.
Note: This press release contains inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (Market Abuse Regulation).