Gastrofix sold to Lightspeed POS Inc. (TSX:LSPD) for up to $125 million

Date: January, 7th, 2020

Clipperton advised Gastrofix, a German market leader for POS hospitality, in its sale to Lightspeed POS Inc. (TSX: LSPD)

Clipperton acted as Sole Financial Advisor to Gastrofix and its Shareholders.

Our Client:

  • Founded in 2012 and headquartered in Berlin (Germany), Gastrofix is a leading provider of cloud-based POS hospitality software in Europe with 8,000 customer locations in countries such as Germany, Austria and Norway.
  • With its comprehensive POS solution, Gastrofix covers the entire hospitality industry (restaurants, bars, cafés, hotels) and is specifically tailored to service SMEs and large franchise chains.
  • For the year ending December 31, 2019, Gastrofix is anticipated to have generated revenue of approximately US $12.5 million, calculated in accordance with German GAAP and HGB. The company is currently undergoing a conversion to IFRS and anticipates a potential accounting adjustment to reduce revenue by approximately $1.7M for this period to account for certain reseller revenue on a net basis.

Deal Highlights & Rationale:

  • Lightspeed POS Inc. is a leading omnichannel point of sale platform to nearly 57,000 small and medium-sized retail and restaurant locations worldwide in over 100 countries around the world. Headquartered in Montreal, it is listed on the Toronto Stock Exchange (TSX: LSPD) and has grown to over 900 employees, with offices in Canada, USA, Europe and Australia.
  • Lightspeed has entered into an agreement to acquire all of the outstanding shares of Gastrofix for:
    • a base purchase price of approximately US $61 million in cash on closing;
    • and the issuance of 1,437,930 subordinate voting shares in the capital of Lightspeed at closing, at a value of US$28.16 per share, subject to post-closing working capital adjustment.
    • In addition:
      • certain Gastrofix employees, directly or indirectly, can earn an additional US$4.0 million in deferred cash consideration along with the issuance of 95,464 subordinate voting shares in the capital of Lightspeed, at a value of US$28.16 per share, through January 2022 if various performance objectives are met;
      • an additional amount of up to US$10.6 million in deferred cash consideration along with the issuance of up to 250,598 subordinate voting shares in the capital of Lightspeed at a value of US$28.16 per share, are payable or issuable to the selling shareholders of the company if revenues overperform the planned revenue from the German market in each of the next 2 years.
  • Lightspeed’s acquisition of Gastrofix brings two high-performing, complementary teams together to better assist European merchants as they transition to the cloud. With the acquisition of Gastrofix’s 8,000 customer locations, Lightspeed solidifies its presence in Europe, opening-up access to an array of cloud-based services designed to propel European businesses forward.
  • The acquisition is timely asGerman fiscal laws being introduced in 2020 could push merchants and restauranteurs to upgrade to cloud-based POS systems to help them run their businesses.

Clipperton’s Role:

  • Clipperton already advised Gastrofix in 2017 for its €15 million Series-B with the participation of Endeit Capital and the Radeberger Group along existing investors Entrée Capital and Mujinzo Labs.
  • Gastrofix shareholders retained Clipperton as Sole Financial Advisor to find the best strategic partner with global ambition to further disrupt the hospitality market.
  • The transaction highlights Clipperton’s capacity to serve its clients as a long-term trusted adviser until the liquidity event and beyond (as seen with Webedia, Aramis Auto etc.)
  • It also illustrates Clipperton’s expertise in cross-border M&A transactions, after a series of technology transactions in the past months: Sculpteo sold to BASF (XTRA:BAS), Matooma sold to Wireless Logic, givve sold to Up Group, acquisition of Cheerz by Cewe, etc.

Deal Team:

About Clipperton

Clipperton is a European independent corporate finance advisory firm exclusively dedicated to the Technology space, advising high growth companies on M&A transactions, debt financings and equity offerings. With offices in London, Berlin, and Paris and an international reach, Clipperton is a European leader in Technology financial advisory. Over the past 17 years, the team has successfully completed more than 300 high profile transactions globally.

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