Payoneer Inc and FTAC Olympus Acquisition Corp have entered into a definitive agreement, and plan of reorganization. The newly created holding company will be renamed Payoneer Global Inc. Payoneer has been backed by investments from TCV, Susquehanna Growth Equity (SGE), Viola Ventures, Wellington Management, Nyca Partners, Temasek and more.
The combined company will operate as Payoneer, a US publicly listed entity. It is expected to have an implied estimated enterprise value of approximately $3.3 billion at closing, based on current assumptions.
Scott Galit, CEO of Payoneer, acknowledged that technology is transforming commerce globally, bringing down borders and making it possible for entrepreneurs from all over the world to build a digital business. “This new way of doing business requires a global financial platform built for the digital age. Payoneer’s purpose-built platform provides global connectivity with localized capabilities, layered on top of a robust and scalable compliance, risk and regulatory infrastructure,” he said. “We are incredibly excited about the opportunity ahead and believe that our leading global platform, brand, product suite and network create significant and sustainable competitive advantages, and that our multi-pronged growth strategy will deliver strong growth for years to come. We are thrilled to partner with Betsy Cohen and the FTOC team and are confident that we will benefit from their significant industry expertise as we embark on our journey as a public company.”
Betsy Cohen, Chairman of the Board of Directors of FTAC Olympus Acquisition Corp., said Payoneer is at the forefront of the rapid, global shift to digital commerce across all sectors. “Its innovative and unique high-tech, high-touch platform positions Payoneer at the epicentre of some of the most powerful and enduring trends driving global commerce today,” Cohen said. “Its proven ability to facilitate the overall growth of e-commerce through capabilities such as B2B payment digitization, global risk and compliance infrastructure, and the enablement for SMBs to rapidly grow and scale sets Payoneer apart.”
The reorganization reflects an implied enterprise value at closing of approximately $3.3 billion, representing a 7.6x multiple of 2021 expected revenue of $432 million. The cash component of the purchase price to be paid to the equity holders of Payoneer is expected to be funded by FTOC’s cash in trust, as well as by a $300 million private placement. The balance of the consideration payable to the existing Payoneer equity holders will consist of shares of common stock of the company. Following the reorganization, the company is expected to have up to $563 million in cash, offering significant capital flexibility for continued organic and inorganic growth.
Existing Payoneer equity holders have the potential to receive an earn out of additional shares of common stock if certain stock price targets are met as set forth in the reorganization agreement, and they will remain the largest investors by rolling over significant equity into the company.