Amsterdam, the Netherlands – Adyen B.V. (or the “Company”) today announces its intention to proceed with an Offering (the “Offering”) and the listing of its shares on Euronext Amsterdam (the “Listing”). Adyen is an integrated global payments platform, which since its inception in 2006 has become a global leader in facilitating payments for large merchants across channels and geographies. The Offering is expected to consist of a sale of existing shares held by certain selling shareholders1 (the “Selling Shareholders”) on a pro rata basis.
“We feel that we are still in the early stages of a remarkable journey. Our focus remains on building new functionality and on helping our merchants grow. This offering provides us with the freedom to keep building the company, while offering our shareholders a path to liquidity. Adyen will remain a company that is driven by a long-term vision and strategy”.
The typical payments landscape has been characterized by a fragmented patchwork of providers and legacy systems, which Adyen believes has led to an inferior shopper experience, including both explained and unexplained declined authorizations resulting in low conversion rates and a high number of fraudulent transactions leading to considerable administrative costs for merchants. In this context, the Adyen team sets out to fundamentally change the payments industry by building a single, fully-integrated global platform, aimed at providing a high-quality level of service to merchants. The Company’s state-of-the-art platform has been built in-house and is designed to replace several blocks of the traditional payments value chain (gateway, risk management, processing and acquiring) through a single, integrated platform, thereby providing the Company with better intelligence into the payments flow and allowing it to provide high-quality service levels and transparency to merchants.
Adyen is tapping into the vast global payments market. For 2017, Nilson estimated global card purchases to be $23 trillion5. This fast-growing market is fueled by the long-term shift from cash to non-cash payment methods and the increase of e-commerce globally.
Adyen's proprietary payments platform enables the Company to deliver high-quality service levels to its merchants resulting in a number of key benefits:
Adyen has consistently sought to provide its merchants with best-in-class service globally and transparent pricing, and as a result, has been able to assemble a strong merchant base consisting of several thousand merchants. The Company’s merchant portfolio comprises many of the world’s leading companies and brands including Uber, Netflix, Facebook, Spotify, Etsy, Vodafone, Sephora, Tory Burch, L’Oréal, and booking.com.
Since the Company’s inception in 2006, Adyen’s management team has focused on fostering an entrepreneurial culture, at the heart of which rests a commitment to superior service for merchants and to creating benefits for all stakeholders, as represented by the "Adyen Formula". The principles embodied in the Adyen Formula include working in teams to build solutions to benefit all merchants (not just one), launching new products and solutions fast, and iterating and making good choices in order to build an ethical business and drive sustainable growth for the Company's merchants.
Adyen’s business is difficult to replicate as a result of numerous characteristics, including its single, globally integrated platform enabling a seamless and high-quality transaction experience, the Company’s tech DNA and payments expertise, the strong relationships it fosters with some of the world's largest and most globally connected merchants, the Company’s global presence that is reinforced by local expertise, partnerships with key constituencies and a suite of licenses and regulatory know-how, Adyen’s powerful culture attracting some of the best people in the payments industry, and its pricing transparency.
Adyen aims to be at the forefront when it comes to developing new functionality as business models evolve and believes that it is well positioned to significantly grow its business and increase scale over the coming years, with growth opportunities mostly centered on the following three strategic pillars:
|For the quarter ending 31-March||For the year ending 31-December|
|Q1 2018||Q1 2017||2017||2016||2015||CAGR7|
|Processed Volumes (€ billions)||33.2||23.4||108.3||66.3||32.2||83.4%|
|Number of transactions (billions)||1.2||0.8||3.7||2.3||0.9||102.8%|
|Net Revenue (€ millions)||74.4||44.5||218.3||158.0||98.5||48.9%|
|Adjusted EBITDA8(€ millions)||34.1||19.6||99.4||67.1||43.1||51.9%|
|Adjusted EBITDA Margin (%)9||45.8%||44.0%||45.5%||42.5%||43.8%||n.m.|
|Net income (€ millions)||24.1||14.1||71.3||51.4||33.6||45.7%|
|Free Cash Flow10(€ millions)||32.0||18.5||88.4||54.6||36.2||56.3%|
Adyen has set the following financial objectives, which it aims to achieve by executing its strategy:
Adyen intends to retain any profits to expand the growth and development of the Company’s business and, therefore, does not anticipate paying dividends to its shareholders in the foreseeable future.
The Offering will consist of solely of a private placement to institutional investors in various jurisdictions outside the United States, including the Netherlands, and, in the United States, only to qualified institutional buyers in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Offering will consist of a sale of existing shares held by current shareholders. The Selling Shareholders intend to sell approximately 15% of the Company’s shares in the Offering.
The Company and the Selling Shareholders expect to enter into customary lock-up arrangements with the underwriters.
The Company has appointed Morgan Stanley & Co. International plc and J.P. Morgan Securities plc as Joint Global Coordinators and Joint Bookrunners for the Offering. ABN AMRO Bank N.V., BofA Merrill Lynch and Citigroup Global Markets Limited have been appointed as Joint Bookrunners.
If and when the expected IPO is launched, full information about the Offering and Listing will be included in the prospectus relating to the IPO and Listing. If and when the Offering is launched, the prospectus will be published after it has been approved by the Netherlands Authority for the Financial Markets (AFM). This approval process is ongoing. Once approved by the AFM, the prospectus will be published and made available at the start of the offer period, subject to securities law restrictions in certain jurisdictions. The approval of the prospectus by the AFM shall not constitute an approval of the soundness of the transaction proposed to investors.
Further details of the intended Offering and Listing will be announced in due course.