• Finch Capital

Zip agrees to acquire Twisto to expand into Europe


Zip Co Limited (ASX: Z1P) (“Zip” or the “Company”) is pleased to announce that it has agreed to acquire the remaining shares of European “Buy NowPay Later” (“BNPL”) provider Twisto Payments a.s. (“Twisto”) and has also entered into an agreement to acquire the remaining sharesof UAE-based BNPL leader Spotii Holdings Ltd (“Spotii”). The transactions align with Zip's global expansion plans and the rapidly accelerating global BNPL opportunity. As demonstrated through the acquisition of QuadPay, where annual transactions have soared by over 200% post acquisition, Zip is building its playbook in successfully identifying, completing, and integrating strategic acquisitions. Twisto and Spotii are now well-positioned to leverage the benefits of this competency and the synergies of a truly globalpaymentsorganisation. Twisto and Spotii are integrated into Zip’s global Single Merchant Interface (SMI),which provides merchants instant access to 11 countries across five continents. Summary ● Following Zip’s successful expansion to the US and the UK, the Company is now extending its BNPL operations to Europe and the Middle East. ● Europe is a $1.1 trillion annual eCommerce market and Twisto’s license can be passported to all 27 member states of the EU. ● Spotii was founded in 2020 and operates in the Middle East, one of the fastest-growing global eCommerce regions. ● These strategic transactions will enable Zip to respond to the increased demand from merchants for a single global BNPL solution across multiple markets with a consistent global service quality. ● Zip has adopted a similar approach to Quadpay, which proved to be highly successful. By initially making low-risk minority investments, Zip is well placed to validate cultural fit and management alignment, stress test the business plan and identify synergies, and plan for integration. ● Zip expects to complete the Spotii acquisition in Q3 CY21 and the Twisto acquisition in Q4 CY21. ● The acquisitions have a combined enterprise value of ~$180 million with transaction consideration of ~$160 million, reflecting Zip’s current equity interests in both companies, to be funded with either cash and/or shares at Zip’s discretion

Twisto Acquisition The decision to acquire Twisto marks an important step in Zip’s European strategy. The acquisition will complement Zip's UK presence, which launched earlier this year, and provides a gateway to one of the largest eCommerce markets globally. The strategic rationale of the transaction includes: ● Access to 27 European Union (EU) countries: the EU is the world’s second-largest eCommerce market with $1.1 trillion annual volume. Twisto holds a European Payment Institution license, enabling theprovision ofpayments services across all EU member states subject to regulatory consents. ● Exceptional product suite: Twisto’s advanced product offering aligns with Zip’s digital wallet strategy, with the issue of virtual cards, short and long-term instalments, an account-based revolving credit line, integrations into ApplePay and Google Payand the ability to pay bills via the Twisto app. ● Strong growth: Over 1 million customers have transacted on the platform, with an annual run-rate of $12 million revenue and $230 million TTV4, and 14,000 merchants. Flagship merchants in the region include Delivery Hero, Pizza Hut, Gap, New Balance, Yves Rocher and Under Armour. A robust pipeline of sizable merchants is developing for late 2021 on the back ofarecently executed regional partnership with global fintech leader PayU. ● Technology ready for rapid scaling: the in-house credit and fraud scoring engine known as “Nikita” analyses 500+ factors in milliseconds and is highly transferable to new growth markets with limitedaccess to traditional credit data. ● Cultural alignment and management team: Twisto’s founding team has been with the company since inception and is strongly aligned with Zip’s culture and vision and is excited to be part of the Zip team, leading its European growth strategy. Zip will purchase the remaining shares in Twisto that Zip does not already own for an amount of ~€89 million(~$140million). The completion of the acquisition is expected to occur in Q4 CY21. Twisto Founder and Chief Executive Officer Michal Smida said: “We're excited to join the global Zip team to take advantage of the significant European opportunity and to continue to develop innovative BNPL solutions. There is a massive opportunity in Europe as BNPL follows the global trend with a shift away from the unfriendly world of credit cards. With Twisto’s existing operations in Central Europe, we are uniquely positioned to tackle the $1.1 trillion European eCommerce market. Being part of Zip’s global platform will allow us to accelerate growth, expand to new markets, win global merchants operating in Europe, leverage global partnerships already in place and broaden our product offering. We share the same ethos -striving relentlessly to deliver the best omnichannel payments experience to both customers and merchants." Zip Co-founder and Chief Executive Officer Larry Diamond said: “The acquisition of Twisto shows our commitment to global growth and follows our ‘Coalition of Founders’ model, where we back strong founderswith a shared vision and deep cultural alignment in our quest for global payments coverage. We are very much looking forward to adding this strategic geography to our growing footprint and fulfilling global merchant demand. We have been impressed by the Twisto team, their deep customer focus and product set and look forward to working closely with them to deliver on the opportunities we jointly have in front of us.”

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