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Nexi: The Making of Europe's PayTech Champion
Introduction & Episode Roadmap
Picture this: a rain-soaked Thursday afternoon in late October 2020, in the executive boardroom of Nexi's Milan headquarters at Corso Sempione. CEO Paolo Bertoluzzo has just concluded what might be the most audacious six weeks in European payments history. In rapid succession, his company has announced mergers with both domestic rival SIA and Danish powerhouse Nets—deals that would, combined, create a €22 billion payments behemoth spanning 25 countries.
"Italy's Nexi struck its second tie-up in six weeks, agreeing a 7.8 billion euro merger with Nordic rival Nets to create Europe's largest payments group." For a company that began as an obscure Italian banking cooperative in 1939, serving regional "banche popolari" with back-office services, this represented an extraordinary transformation. How did Nexi become the consolidator rather than the consolidated?
The answer lies at the intersection of several powerful forces: Italy's chronic underpenetration in digital payments, the aggressive deployment of private equity capital into European fintech, and a regulatory environment that opened the floodgates for non-bank payment processors. The aggressive inroads into the European payments industry by buyout companies was made possible by the Payment Services Directive, a 2009 piece of legislation from the European Commission that paved the way for non-banks to offer payments services.
The central question of Nexi's story is deceptively simple: How did an obscure Italian banking cooperative founded in 1939 transform into Europe's largest payments company through a masterclass in private equity-driven consolidation?
The themes that emerge are instructive for anyone studying capital markets, industry consolidation, or the digitization of legacy financial infrastructure:
First, the private equity playbook for European payments—understanding how firms like Advent, Bain Capital, and Hellman & Friedman extracted extraordinary returns by professionalizing and rolling up fragmented payment assets.
Second, Italian digital payments underpenetration as opportunity. "In a market like the Italian one in which digital payments, albeit growing, have a penetration share of 24%, the new group will be able to seize all the opportunities for organic growth with the aim of accelerating, together with partner banks, the spread of digital payments for the benefit of citizens, businesses and the Public Administration."
Third, the power of serial M&A in a winner-takes-most industry where scale begets more scale.
Fourth, the complex dynamics of CDP (state) and private equity co-ownership—a uniquely European model where national strategic interests and financial returns must be balanced.
Why does this story matter? According to Invyo, a global supplier of fintech analysis, among the 50 most disruptive European companies in the financial industry, four ventures out of the five with highest market capitalization are focused on payment services: Adyen (Netherlands), Nexi (Italy), Klarna (Sweden), and TransferWise (UK). Payments has become the defining battleground for Europe's financial future.
Origins & The Italian Banking Context (1939-2005)
In 1939, as storm clouds gathered over Europe, six regional Italian cooperative banks—the "banche popolari"—came together with a rather mundane but prescient purpose. The Istituto Centrale delle Banche Popolari Italiane (ICBPI) was founded in 1939 by Banca Popolare di Cremona, Banca Popolare di Intra, Banca Popolare di Lecco, Banca Popolare di Lodi, Banca Popolare di Luino e di Varese and Banca Popolare di Verona.
These weren't glamorous institutions. The banche popolari were mutually-owned, cooperative banks that had served Italian regions since the 19th century—providing credit to local farmers, artisans, and small businesses who had no access to the grand banking houses of Milan or Rome. Their purpose in founding ICBPI was practical: to strengthen coordination among themselves and provide shared back-office services that no single institution could afford alone.
Italy's banking landscape at the time was remarkably fragmented—hundreds of small institutions, deeply regional in character, reflecting the country's relatively recent unification and its persistent north-south economic divide. Over time, ICBPI's shareholding expanded to include essentially all Italian banks, becoming a utility-like infrastructure provider to the national banking system.
But ICBPI was only half the story. The other critical institution that would eventually merge into Nexi had entirely different origins.
The company SIA was founded in 1977 as Società Interbancaria per l'Automazione by Banca d'Italia, ABI and a pool of Italian banks. If ICBPI served the cooperative banks, SIA was the creature of the Italian central bank and the broader banking establishment—created specifically to build Italy's electronic payments infrastructure.
During the 1980s, SIA created the Rete Nazionale Interbancaria (RNI – national interbank network) and contributed to developing the interbank payments system in compliance with the white paper on payment systems in Italy, published by Banca d'Italia in 1987. In 1983 SIA launched Bancomat and in 1987 introduced POS payments.
The third piece of the eventual Nexi puzzle was CartaSi. CartaSi, a company founded in 1986, for years has been one of the main card managers of credit in Italy. Where SIA built the pipes, CartaSi managed the cards—becoming synonymous with credit card payments for an entire generation of Italians.
The broader context explains why these institutions mattered: Italy remained stubbornly cash-heavy while Northern Europe raced ahead with digital payments. Italians feel that holding and using cash is more prudent and provides greater privacy than electronic payments. According to the Bank of Italy, more than 36% of Italians consider cash a store value, storing it at home as a precautionary measure.
Several factors entrenched this behavior. One of the reasons why cash continues to be used widely is that many merchants still prefer to accept cash payments, perceiving cash to be cheaper than cards. Unlike cards, there are no fees for accepting cash and merchants also benefit from immediate cash flow. But this perspective ignores the costs relating to cash management, security, and logistics, which can be significant. Another reason is that cash is not traceable and is preferred by merchants who aim to avoid paying taxes.
There is also a sense of mistrust towards banks, which are perceived as not doing enough to promote the growth of local communities and support families, businesses, and young people. According to Forrester's Financial Services Customer Trust Index, Italian banks rank among the least trusted in Europe. Indeed, 41% of Italians believe that their primary bank does not understand their needs or operate with transparency.
This created a paradox: Italy had extensive payment infrastructure (SIA and CartaSi saw to that) but remarkably low adoption. The Italian payments landscape follows the European trends in terms of innovation, but it demonstrates to be particularly underpenetrated by card payments, although the CAGR from 2015 to 2018 stands at 9.7%. The card penetration rate in Italy is only around 26%, which offers the opportunity to attract the people who did not opt for the "credit card world" because of its complexity.
For investors watching European fintech, this underpenetration represented one of the largest untapped opportunities on the continent. It was only a matter of time before someone aggregated these assets and professionalized their operations. The fragmented Italian bank ownership structure—dozens of institutions each holding small stakes in ICBPI and CartaSi—created the perfect setup for a private equity play.
The First Wave of Consolidation (2006-2014)
The mid-2000s marked ICBPI's awakening from its sleepy utility-provider existence into something with actual growth ambitions. In 2006, ICBPI acquired Key Client Cards & Solutions, a spin-off of Deutsche Bank. This was the first signal that the cooperative institution was willing to expand beyond its traditional boundaries.
The following years saw a flurry of activity. Since January 28, 2008, the Automated Clearing House – ACH SEPA Compliant with ICCREA Banca has been activated. In April 2008, ICBPI incorporated the Centralized Services Joint Stock Company – Seceti. On 15 September, 2008, in Vienna ICBPI signed an agreement with Equens SE for the establishment of the Equens Italia joint venture, which will carry out the Automated Clearing House activity in Italy.
But the transformative deal came at the end of 2008 with CartaSi. At the end of 2008, the process of acquiring a majority stake in S.I. Holding (which fully controls CartaSi S.p.A., Si Servizi S.p.A., Si Call S.p.A., Carta Facile S.p.A., CartaSi Capital S.p.A., and SiRe Business Services LTD) began. The acquisition was successfully completed in June 2009, with the necessary authorizations obtained from the AutoritĂ Garante della Concorrenza e del Mercato and Bank of Italy.
The CartaSi acquisition was valued at approximately €180 million and involved major banks including Intesa Sanpaolo, UniCredit, and Banca Monte dei Paschi di Siena. This deal gave ICBPI something it had previously lacked: direct consumer-facing card capabilities and a recognized brand.
Throughout this period, ICBPI expanded steadily. In September 2010, the formalization of an agreement for the purchase of the custodian bank business from Banca Carige was announced for 19.5 million euro. In November 2010, the acquisition of the custodian bank activity from Banca Sella was announced, which at the same time became a shareholder of ICBPI with a 0.96% stake.
The expansion wasn't without controversy. In November 2010, the ICBPI was condemned by the Antitrust to pay a fine of 490,000 euros for agreements restricting competition in relation to the credit card sector, which was subsequently suspended by the Tribunale Amministrativo Regionale (TAR) of Lazio.
By 2014, ICBPI had grown meaningfully but remained subscale by European standards. Its financial profile was modest but profitable: approximately €670 million in revenues, €195 million in EBITDA, and €95 million in net profit from over 1,900 employees. The company had built significant physical infrastructure—around 530,000 POS terminals and over 13,000 e-commerce units by 2016.
The shareholding structure remained fragmented among dozens of Italian banks, with Credito Valtellinese (Creval) as the main shareholder with a 20.39% stake as of January 2015.
This fragmented ownership created an unusual situation. ICBPI had real strategic value—particularly its 60% market share in card issuing and relationships with approximately 150 Italian banks—but no single owner with the capital or incentive to invest aggressively in technology and growth. The stage was set for private equity to enter.
INFLECTION POINT #1: The Private Equity Buyout (2015)
To understand why private equity descended on European payments with such ferocity in the mid-2010s, one must first understand the Worldpay precedent—the deal that proved the model worked spectacularly.
In 2010, private equity made its first major move into European payments. Advent and Bain Capital bought Royal Bank of Scotland's payments business at a ÂŁ2bn valuation after EU regulators pressured the bank to sell the unit as a condition of its bailout during the financial crisis. By the time the business, renamed Worldpay, floated in London in 2015, it commanded a valuation of ÂŁ6.3bn. Just two years later, US payments processor Vantiv swallowed it for ÂŁ9.1bn.
Based on Worldpay's IPO valuation, the buyout companies made a return of 5.4 times the equity they invested, according to an analysis by Peter Morris, an affiliate scholar at Oxford University's SaĂŻd Business School.
The giddy returns from Worldpay sent a clear signal: bank-owned European payments assets were undervalued, undermanaged, and ripe for professionalization. Advent and Bain Capital, having tasted success with Worldpay, were hungry for more.
On June 19, 2015, private equity firms Advent International, Bain Capital Private Equity and Clessidra Private Equity SGR acquired financial services company Nexi for 2.2B EUR.
The transaction structure was elegant in its simplicity. On 18 December 2015, the shares held by Creval (18.39%), Banco Popolare (13.88%), Banca Popolare di Vicenza (9.99%), Veneto Banca (9.99%), Banca Popolare dell'Emilia Romagna (9.14%), ICCREA Holding (7.42%), Banca Popolare di Cividale (4.44%), UBI Banca (4.04%), Banca Popolare di Milano (4.00%), Banca Carige (2.20%), Banca Sella Holding (1.80%) and some minor banks were sold to an intermediate holding company Mercury Italy S.r.l.
Mercury Italy was owned by the consortium: Advent (42.5%), Bain Capital (42.5%), and Clessidra (15%). The Italian PE firm Clessidra brought local expertise and relationships; Advent and Bain brought the playbook they'd refined at Worldpay.
Clessidra invested in Nexi (formerly ICBPI) as part of a consortium that included Advent International and Bain Capital. In addition to a structural shift towards card payments and significant opportunities for operational improvement and M&A, the deal sponsors' track record in the payment processing sector and their history of collaboration in a number of successful investments was a key consideration when entering into this transaction.
The consortium beat out competition from CVC Capital Partners and Permira—an indication of how competitive European payment assets had become. The €2.15 billion valuation represented approximately 11x EBITDA—a rich price for what was essentially a utility business, but one that the buyers believed they could transform.
The thesis was straightforward: Italy's structural shift from cash to digital payments was inevitable, just delayed relative to Northern Europe. ICBPI, with its dominant domestic position and bank partnerships, was the natural platform to capture this transition. Add operational improvements, technology investment, and bolt-on M&A, and the value creation potential was substantial.
For the selling banks, the deal was also attractive. Many were facing their own capital pressures in the aftermath of the European banking crisis. Taking a €2 billion check for a non-core asset while retaining the commercial relationships with ICBPI seemed like sensible capital management.
What neither side fully appreciated at the time was just how transformative the next four years would be.
The Private Equity Transformation (2015-2019)
The PE consortium moved with characteristic aggression. What followed was Nexi doubling in size due to organic and inorganic growth initiatives pursued by Bain Capital, including several key acquisitions in the fragmented Italian payments market. In aggregate, over the 2 years following the original 2015 acquisition, Bain Capital and co-investors approximately doubled the capital overall invested in the platform through M&A.
The roll-up strategy began almost immediately. In 2016, ICBPI acquired Intesa Sanpaolo's subsidiaries Setefi and Intesa Sanpaolo Card for €1.03 billion: this included Intesa Sanpaolo's entire portfolio of credit and prepaid cards (€15 million), the affiliated merchants (400,000) and the related issuing, acquiring and processing activities.
This was a transformative deal. Intesa Sanpaolo, Italy's largest bank, was effectively outsourcing its entire merchant acquiring and card issuing operations to ICBPI. The €1.03 billion price tag made it one of the largest payments M&A transactions in Italian history. It also established a template: banks would divest their payments operations to the specialized platform while maintaining commercial relationships through long-term partnership agreements.
In February 2017, ICPBI acquired the card business of Banca Monte dei Paschi di Siena for €520 million. Monte dei Paschi, the world's oldest bank but also one in severe financial distress, needed the cash. ICBPI was happy to consolidate another major portfolio.
Beyond acquisitions, there was meaningful investment in the platform itself. Bain Capital, our partners, and the management team established Nexi as a truly independent, profitable growth business thanks to a significant investment in its technology infrastructure. Also important was the investment in new product development and operational transformation, facilitated by our deep pool of portfolio group resources and the know-how developed with WorldPay and Nets.
The fund, after having invested 2 billion euros to buy Icbpi in 2015, had been investing 2 billion euros more in the last two years to buy leading companies in the digital payments sector: the merchant acquiring business of Deutsche Bank in Italy and Montepaschi's merchant acquiring business too, the Italian business process outsourcing leader Bassilichi and card processing activities of Intesa Sanpaolo Setefi and Intesa Sanpaolo Cards.
The financing structure was aggressive but typical of PE deals in this era. Funds' investments have been partly financed by bond issues by Mercury BondCo, a subsidiary of Mercury HoldCo, Icbpi's parent company, which has been issuing a total of 2.3 billion euros in bonds in four tranches.
The rebranding was the symbolic capstone of the transformation. Banking payment services firm Istituto Centrale delle Banche Popolari (Icbpi) and its subsidiary CartaSì changed name into Nexi, in order to show that the group is now quite different from its origins when Icbpi was founded in 1939 and when CartaSì was founded in 1985.
The investment in rebranding was non-trivial: Investments for rebranding were stated at 5 million euros for this year and another 15 millions for next year, while the rest is aimed at new technologies and people.
The name "Nexi" was derived from the Latin word for "connections"—an apt description for a business that links banks, merchants, and consumers through digital payment infrastructure. Nexi came from the merger of ICBPI and CartaSi.
What emerged from this four-year sprint was a fundamentally different company: integrated technology platform, professional management, dominant domestic market position, and a capitalization table dominated by sophisticated financial sponsors ready for an exit.
Enter Paolo Bertoluzzo.
A Leader for the Transformation
The choice of CEO was crucial. Paolo Bertoluzzo has been the CEO of the Nexi Group since July 2016. He graduated in 1990 in Management Engineering from the Politecnico di Milano, and in 1994 he obtained a Master in Business Administration from INSEAD in Fontainebleau (France), and has worked in the management consulting sector both in Europe and the USA. Before becoming CEO of Nexi, Bertoluzzo was the Chief Commercial Operations and Strategy Officer of the Vodafone Group. Previously, he was the Chief Executive Officer of Vodafone Italy from 2008 and from 2012 also CEO of the Southern Europe Region, becoming a member of the Group Executive Committee.
Paolo Bertoluzzo started his professional career as a management consultant, working in Europe and in the United States. From 1995 to 1999 he was a manager at Bain & Company, and in 1999 he joined Vodafone Italia S.p.A., where, from 2008 to 2013, he was CEO. From 2012 to 2013 he was also CEO for Southern Europe at Vodafone Group Plc; from 2013 to 2016, he was Group Chief Commercial and Operation Officer for the same company.
Bertoluzzo's background was ideal for the task at hand. His Bain & Company experience gave him the analytical rigor and PE-style operational orientation that the sponsors wanted. His Vodafone experience—running a technology-intensive consumer-facing business through a period of rapid change—provided directly relevant leadership credentials. And his Italian roots and network gave him the relationships needed to navigate the complex stakeholder landscape of Italian banking.
In July 2016, he joined the Nexi Group as Chief Executive Officer of CartaSì and Istituto Centrale delle Banche Popolari Italiane (now Nexi S.p.A.), respectively. He has been a Nexi director since 13 February 2019 and since then he has held the office of CEO of the Nexi Group which, under his leadership, has experienced strong growth and expansion, also through the Nets and SIA mergers.
Bertoluzzo brought a consumer-marketing sensibility to a business that had historically thought of itself as B2B infrastructure. Under his leadership, Nexi began investing in brand awareness, merchant experience, and consumer-facing features—treating payments as a product rather than merely plumbing.
INFLECTION POINT #2: The IPO (April 2019)
By early 2019, the transformation was complete enough to test the public markets. The initial public offering of payment-service company Nexi SpA raised 2.01 billion euros ($2.3 billion), making it the biggest listing in Europe so far this year and the third major IPO of a payment-processing institution in the region in less than a year.
The timing proved fortuitous. The payments sector was white-hot: The consolidation wave that is affecting the industry began last year in the US. Fiserv took over First Data for $22 billion, Fidelity National Information Services bought Worldpay for about $43 billion (including debt) and Global Payments acquired Total System Services for $21.5 billion.
The IPO date was April 16, 2019, with IPO price of EUR 9.00 and capital raised of EUR 2.06 billion.
Bloomberg Europe reports that Nexi debuted on the Milan Exchange offering a €9-per-share price, valuing its enterprise at €7 billion (including debt).
Controlled by private equity firms Bain Capital, Advent and Clessidra, Nexi is an incumbent in the fast-growing payments business which faces competition from newcomers tapping new technologies for alternative payment methods. The private equity owners reduced their combined 94 percent holding to 56.5 percent by listing existing shares.
In April 2019, Nexi held an IPO on the Milan stock exchange and raised ~€2.0bn, effectively becoming the largest European IPO of 2019. Prior to the merger announcement, top holders of Nexi were Mercury UK (20.1%) and Intesa Sanpaolo (10.5%), strategic corporate investors, resulting in the free float of 69.4%.
The IPO validated the PE thesis. From a €2.15 billion buyout in 2015 to a €7.3 billion enterprise value just four years later represented extraordinary value creation. The PE sponsors hadn't even fully exited—they retained approximately 60% ownership—suggesting they saw further upside ahead.
Nexi SpA is Italy's largest payment-service company, operating in merchant servicing, card payments and digital solutions. The company had partnerships with about 150 Italian banks and claimed a 60% market share in card issuing.
The IPO raised fresh capital that Nexi used to pay down debt. Nexi, which plans to list up to 43.2 percent of its capital, is also selling new shares in the offer to the tune of 700 million euros. It will use proceeds from the share sale to cut debt to a projected 1.7 billion euros after deducting the costs of the IPO and the capital increase.
The shares declined slightly on their first trading day—Nexi SpA fell in its Milan market debut, damping enthusiasm for Europe's biggest initial public offering of the year, as some analysts suggested the stock may have been priced incorrectly. This would prove to be a temporary setback in a much larger story.
INFLECTION POINT #3: The Triple Merger — Nexi-Nets-SIA (2020-2022)
If the 2015 PE buyout was Nexi's first act and the 2019 IPO its second, the events of late 2020 represented the climax. In a breathtaking six-week period, CEO Paolo Bertoluzzo announced two transformative mergers that would create Europe's largest payments company.
The SIA Deal (October 2020)
On 5 October 2020, it was announced Nexi will merge with SIA S.p.A., thus creating one of Europe's largest fintech groups. Nexi S.p.A. and SIA S.p.A. issued a joint press release to report the signing of a Memorandum of Understanding on the integration of the two groups. The merger will take place by incorporation of SIA into Nexi.
SIA was no ordinary target. SIA provides a variety of services to banks and other customers, but the company is mostly known for being a payment processor: that is, the creator and manager of the infrastructure underlying the banking system, which ensures that all steps in the systems payments are made correctly. For this reason, SIA counts a number of central banks all over the world among its clients.
The all-share merger, which was expected to close by the summer of 2021, values SIA, which was controlled by Italian state investment agency Cassa Depositi e Prestiti (CDP) at €4.6 billion, roughly half the market value of Nexi.
The SIA deal was strategically compelling but politically complex. SIA's ownership was dominated by the Italian state—The merger, valued at €15bn, is an all-share deal. Nexi will retain 70% of the ownership while SIA's main investor, Cassa Depositi e Prestiti (CDP), will own 25% of the merged entity.
This brought CDP—the Italian state investment bank—into Nexi's shareholder register as its largest investor. For a company built by private equity, this represented a fundamental governance shift. But it also created strategic opportunity: CDP's backing provided political legitimacy and access to government digitization initiatives.
The principal reason behind the deal is growth in terms of scale and international dimension. This merger will provide consolidation in the Italian panorama, making Italy less attractive to other payments groups which are also racing to consolidate. It will push up bigger barriers to entry in the Italian payments market while giving Nexi's shareholders greater foreign exposure. The new group will be the largest group in Europe for number of merchants served (2 million), number of cards (120 million), and number of transactions executed each year (21 billion).
The synergy case was meaningful: The merger is creating substantial synergies amounting to around €150 million a year. €100 million will derive from reduced operating costs, €35 million from an increased operating margin due to higher revenues, €15 million because of more efficient CapEx.
The Nets Deal (November 2020)
Even before the SIA deal could close, Bertoluzzo struck again.
On November 2, 2020, Nexi announced to have entered into exclusive negotiations to acquire Danish operator Nets, active in the markets of Northern Europe. Less than two weeks later – on November 15, 2020 – it signed the agreement to acquire Nets at an enterprise value of €7.8 billion with an equity value of €6 billion. The consideration will be paid in shares of 406.6 million new Nexi shares. Nets' shareholders will hold 39% in the combined entity following completion.
Nets is one of the leading pan-European integrated players in the paytech sector, active in 20 countries, with a leadership position in the most advanced digital payments markets, such as the Nordic countries, as well as in less penetrated markets with significant growth potential (such as Germany, Austria, Switzerland, Poland and Central and Eastern Europe). Over the past 3 years, under the leadership of Hellman & Friedman, Nets has undergone significant transformations and investments that have led to substantial growth in its core business, both organically and through strategic M&A such as the merger with Concardis Payment Group and the acquisitions of Dotpay/ eCard, P24 and PeP.
The Nets deal was opportunistic. Nexi jumped at the opportunity when U.S. group Global Payments pulled out of the race for Nets, wary of making an overseas acquisition during the coronavirus second wave.
"We had the opportunity to make the Nets deal happen now and not later and so we decided to go for it," Bertoluzzo said.
The Combined Entity
The transaction resulted in the largest pan-European paytech platform, with approximately 2.9 billion euros in estimated revenues and approximately 1.5 billions of EBITDA estimated on a pro-forma basis for 2020, including annual recurring synergies fully operational of 170 million euros, in addition to the 150 million euros of synergies already identified in the context of the merger between Nexi and SIA.
Nexi said the two transactions would create a group with pro-forma 2020 revenue of €2.9 billion and core profit of €1.5 billion, the largest at a European payments business.
At the closing of both mergers with Nets and SIA, the new group was controlled by CDP with 17% share, Hellman & Friedman with 16%, Advent International & Bain Capital with 10%, Mercury UK with 10%, Intesa Sanpaolo with 5%, GIC with 3% and with a free float of approximately 38%. On closing of both the Nets and SIA deals, pro forma ownership is expected to be CDP with a 17% stake, Hellman & Friedman with 16%, Mercury UK with 10%, Advent International and Bain Capital with 10%, Intesa Sanpaolo with 5%, GIC Private Equity with 3%, and a free float of 38%.
The governance was complex but reflected the diverse shareholder base: Upon closing of Merger, the Group Board of Directors will be chaired by Michaela Castelli, current Nexi Chair. The New Group will be led by the current Group Chief Executive Officer of Nexi, Paolo Bertoluzzo, as Group Chief Executive Officer. The current Group Chief Executive Officer of Nets, Bo Nilsson, will become non-executive Board member of Nexi and Chairman of Nets.
Execution
The mergers closed in sequence. The Merger, which follows the merger with Nets, effective as of 1 July 2021, allowed Nexi to consolidate its position as the Italian PayTech leader in Europe.
On 30 July 2021, Nexi reached a market capitalization of $23.28 billion.
The SIA merger closed later: Having obtained all the required regulatory approvals, the entire transaction was expected to become effective as from 1 January 2022 after publication of the prospectus for the admission to trading on Euronext Milan of the Nexi shares to be issued as effect of the merger.
On 15 October 2021, The AutoritĂ Garante della Concorrenza e del Mercato approved the merger of SIA S.p.A. into Nexi S.p.A.
What emerged was extraordinary: from a €670 million revenue Italian cooperative in 2014 to a €2.9 billion revenue pan-European payments giant in 2022—a transformation accomplished through relentless M&A executed at unprecedented speed.
Post-Merger Integration & European Expansion (2022-Present)
With the triple merger complete, Nexi entered a new phase: integration and continued selective expansion. The company pursued a "bolt-on" strategy to fill gaps in its European footprint.
Nexi, through Nets, acquired full ownership of Orderbird, a startup out of Germany that provides point of sale products and related services for restaurants and other businesses in the hospitality industry, with 14,000 active clients. Following the transaction through Nets, Nexi will own 100% of orderbird with an aggregate cash out of €100 million including previous share purchases.
The Orderbird acquisition reflected Nexi's ambition to move up the value chain into integrated software solutions—following the playbook of Toast in the US. "What Clover did for First Data, we want to do for Nexi. We want to be at the heart of its SMB strategy," said Orderbird's co-founder. That will likely include deeper moves into providing more banking and credit services to its customers, in addition to point of sale solutions.
Concardis, in Germany and Austria, and Nets, in Switzerland, became Nexi Germany, Nexi Austria and Nexi Schweiz. Launch of Nexi Central Europe (Slovakia), Nexi Central Europe (Hungary), Nexi RS (Serbia), Nexi Czech Republic. Nexi launches "Nexi Digital Finland" to accelerate digital payments in Europe.
The rebranding unified the various acquired entities under the Nexi umbrella, simplifying the company's market identity across Europe.
On the Spanish front, Nexi pursued a significant partnership: In February Nexi announced a partnership with Banco Sabadell to make inroads into Spain, intending to acquire 80% of Sabadell's merchant acquiring book. However, The deal stalled for now due to BBVA's hostile takeover attempt of Sabadell. The deal would give Nexi a strong footprint in the Spanish market, which is dominated by local banks, but it is unlikely to go through should BBVA succeed in taking over Sabadell.
Financial Performance
The financial results demonstrated the scale of the combined entity. In 2024, group revenues stood at EUR3.51 billion, up 5.1 percent from 2023. EBITDA was EUR1.86 billion, up 7.1 percent year-on-year.
The board of directors of Nexi Spa approved consolidated financial results as of Dec. 31, closing with a net profit of EUR731.0 million compared to EUR702.3 million. The EBITDA margin stood at 53 percent, up 101 basis points from 2023, "partly due to the faster realization of efficiencies and synergies in light of the group integration."
The company has successfully deleveraged: As of Dec. 31, 2024, the net operating financial position stood at EUR4.97 billion, while the NFP/EBITDA ratio decreased to 2.7 times, which becomes 2.4 times excluding the share buyback program executed in the year.
In December 2024, Nexi's rating has been upgraded to Investment Grade by Fitch Ratings. Additionally, Nexi recently received commitments in excess of € 3 billion from a pool of relationship banks to fully refinance the € 1 billion Term Loan due 2026 and increase the Revolving Credit Facility to € 1 billion.
Capital Return
The company has transitioned to returning capital to shareholders: In the year, we returned €500 million to shareholders through the share buyback we've completed in September, and we have cancelled the about 83 million shares.
Nexi's FY 2024 metrics: € 3,514 m Revenues, € 1,863 m EBITDA, 53% EBITDA margin, € 717 m Excess cash, >€ 800 m 2025 expected excess cash, ~€ 600 m 2025 capital return to shareholders (of which ~€ 300 m dividend distribution and ~€ 300 m share buy-back program).
Stock Price Challenges
Despite the operational success, Nexi's stock has been a painful experience for public market investors. On 25 October 2023, Nexi lost 13% in the trading day, the collapse of Worldline, Nexi's competitor, which lost 60%, was an accomplice to the collapse.
Nexi's shares were down 20% as investors dumped the stock following a warning from French peer Worldline. Worldline shares slumped 57% in Paris after the company cut its full-year targets as the economic slowdown hurt its business in key markets including Germany. Mediobanca noted that Nexi's exposure to Germany is lower than Worldline's, at around 6-7% of group revenues.
Italy's Nexi on Thursday confirmed its 2023 guidance, sending its shares up 10% after dispelling concerns it could face similar problems as rival Worldline which lost 40% of its market value after it slashed its outlook. Shares in Nexi were up 9.8% at 6.6 euros each, off the 5 euro record low hit in the wake of Worldline's alarm.
Nexi is trading at about half the 9 euros per share with which it went to market in 2019. Worldline's shares have fallen 91 percent since mid-2021--when investor enthusiasm for the payments company had peaked--after it issued three profit warnings within a year and after the exit of longtime CEO Gilles Grapinet in September.
The company's shares trade just above €4, valuing Nexi at almost €5bn, down from a peak of over €20bn in July 2021.
The stock price decline—from nearly €20 in July 2021 to approximately €4 in late 2025—represents one of the more spectacular value destructions in European payments. Several factors explain the decline:
- Sector-wide re-rating: The entire European payments sector de-rated as post-COVID enthusiasm faded and interest rates rose
- Worldline contagion: Problems at the French competitor created guilt-by-association selling
- Integration complexity: Combining three large organizations proved operationally challenging
- PE overhang: The presence of financial sponsors seeking exits created persistent selling pressure
Competitive Dynamics & Industry Analysis
The European payments landscape remains intensely competitive. Worldpay is the largest European processor with $525B in sales volume. Adyen finishes second, with $523B in total European processing volume. Nexi Payments is the largest in the number of merchants served across Europe, supporting 2.9M merchants. In a fragmented acquiring space such as Europe with different currencies, legislative bodies, and payment methods, having over a million clients is an impressive feat – only Nexi Payments, Stripe, and Worldline manage to hit that threshold, with the group collectively serving over six million European merchants.
The European merchant acquiring landscape is competitive and diverse, with major players like Worldpay, Adyen, and Nexi dominating a market that processes trillions of dollars in annual transactions. Though well-established global players like Worldpay and Adyen maintain a strong presence in Europe, regional giants like Nexi Payments and Worldline also hold substantial market share. In 2023 alone, the top five acquirers in Europe processed a staggering $2.3 trillion in card volume, accounting for nearly 40% of the total volume captured in the report.
The company is actively addressing competition from Adyen and Stripe by developing partnerships and enhancing integration platforms for SMEs. Despite the ongoing challenges at competitor Worldline, Nexi has not been significantly impacted and continues to focus on cash generation and strategic capital allocation.
The competitive positioning reveals important distinctions:
For Nexi the take rate was 0.23% in 2022, yielding c. €1.8bn in revenue. Nexi's Merchant Services are mostly dependent on physical retail, with only 10% attributable to e-commerce. For Worldline, this figure is 25-35%. In contrast, online payments account for c. 85% of Adyen's total processed volumes.
This is crucial context: Nexi's strength is in physical retail and bank partnerships, while Adyen dominates digital-native enterprise e-commerce. Stripe occupies similar territory to Adyen but with a stronger SMB focus. These are fundamentally different businesses serving different customer segments.
At the same time, companies like Adyen and Stripe are pushing the boundaries with cloud-native platforms, minimal legacy baggage, and a culture laser-focused on product iteration. They offer robust APIs, real-time capabilities, and a single codebase that's easier to upgrade. Nexi's scale might be enviable, but it also raises the question of whether being a "consolidator" places it at a disadvantage when it comes to agility, an increasingly vital trait in payments.
Myth vs. Reality: Integration Execution
Myth: Nexi's triple merger created a seamlessly integrated platform
Reality: If Nexi slips into the classic "scale-meets-silos" trap, where each acquisition remains partly disjointed, draining R&D capacity, then the very deals that brought it to prominence could hamper innovation, letting pure-tech rivals rush ahead. In a market craving seamless cross-border e-commerce, real-time settlements, and cutting-edge digital experiences, a slow pivot is a risky bet.
The integration of ICBPI, CartaSi, Setefi, Nets, Concardis, and SIA into a unified platform remains a work in progress. Different technology stacks, organizational cultures, and customer relationships don't merge simply because ownership changes.
CDP & State Ownership Dynamics
A unique aspect of Nexi's story is the involvement of the Italian state through CDP (Cassa Depositi e Prestiti). Cassa Depositi e Prestiti S.p.A., also known as CDP S.p.A., is a prominent Italian public development bank founded on November 20, 1850. CDP is the major Italian institution for economic development through long-term investments at local, regional and national level and acts as the government's arm for executing public policy mandates.
In the same session, the Board also approved the acquisition of a 3.78% stake in Nexi from Poste Italiane. As a result, CDP Group increased its shareholding in Nexi from the current 14.46% to 18.25%, further reinforcing its commitment.
CDP holds a 19.14% stake in Nexi and opposes the sale of a majority stake in Nexi's digital banking solutions business. Italy's Cassa Depositi e Prestiti is opposing the payments group Nexi selling a majority stake in its digital banking solutions business to private equity firm TPG. CDP, which holds a 19.14% stake in Nexi, is opposing a full divestment alongside senior Italian officials, considering the banking-services division as strategically important.
CDP and leading officials within the Italian government are against Nexi fully divesting the banking solution business, given its strategic importance. The division includes Italy's national interbank network, an infrastructure spanning more than 200,000 km and connected to the Bank of Italy for settling banking transactions. It also provides technology solutions for open banking, corporate banking services and interbank clearing systems.
This creates a unique tension. Private equity shareholders, particularly those who've held positions since 2015 (Advent, Bain) or 2017 (Hellman & Friedman), are approaching the outer limit of typical holding periods. They want exits. But CDP, representing Italian strategic interests, resists transactions that might diminish state control over critical financial infrastructure.
Key shareholders in Nexi, Europe's biggest payments group by volume of transactions processed, have signed a governance pact that includes keeping CEO Paolo Bertoluzzo in charge. Nexi is set to name a new board of directors in the spring and there had been recurring speculation in financial circles in recent months that it could be headed for a change at the helm. The payments sector has seen valuations plunge from post-pandemic highs, and faces rising competition as technology evolves rapidly bringing in new players. Operating in a sector deemed of strategic relevance for the country, Nexi has the Italian state - through investment agency CDP Equity - as a leading shareholder with a 14.5% stake.
Investment Framework Analysis
Porter's Five Forces
Threat of New Entrants: MODERATE-HIGH Digital payments faces continuous disruption from fintech players. While Nexi's bank relationships and regulatory licenses create barriers, cloud-native competitors like Adyen and Stripe have demonstrated the ability to win significant share without legacy infrastructure.
Bargaining Power of Suppliers: LOW Nexi's key suppliers are technology vendors and card networks (Visa, Mastercard). Scale provides leverage in negotiating technology contracts, while card network fees are standardized industry-wide.
Bargaining Power of Customers: MODERATE Large banks have alternatives; small merchants have few. Bank partnerships involve long-term contracts but face periodic renegotiation. In general, negotiations are more of a pressure on margins rather than support.
Threat of Substitutes: HIGH Account-to-account payments, digital wallets, buy-now-pay-later, and cryptocurrency all represent potential substitutes to card-based payments. The European Payments Initiative (EPI) represents a consortium effort to create alternatives to Visa/Mastercard rails.
Competitive Rivalry: HIGH According to TSG's 2024 European Directory of Merchant Acquirers, companies rank at the top of a fragmented, complex, and highly competitive market that spans over 180 acquirers across Europe. Europe's acquiring space is distinctly more complex than its US counterpart, with over 40 players processing more than $20 billion annually. Together, these acquirers serve millions of merchants, all while navigating a challenging landscape of multiple currencies, regulatory frameworks, and payment methods.
Hamilton Helmer's 7 Powers Analysis
Scale Economies: PRESENT. Nexi's infrastructure investments (technology platforms, data centers, compliance systems) benefit from high fixed costs spread across growing transaction volumes. EBITDA margins of 53% reflect these scale advantages.
Network Effects: LIMITED. Unlike two-sided marketplaces (e.g., Visa), merchant acquirers don't exhibit strong network effects. More merchants don't directly attract more consumers to Nexi's platform.
Counter-Positioning: ABSENT. Nexi's model (bank partnerships, physical POS) can be replicated by incumbents and challengers alike.
Switching Costs: MODERATE. Bank partnerships involve integration work and long contracts, creating stickiness. Merchant switching is easier but involves operational friction.
Branding: LIMITED. While CartaSi had consumer recognition in Italy, Nexi is largely B2B. Brand power doesn't command price premiums.
Cornered Resource: PRESENT-LIMITED. Exclusive bank partnerships (Intesa Sanpaolo, BPER, etc.) provide protected revenue streams, though these contracts eventually come up for renewal.
Process Power: POTENTIAL. Integration of multiple acquisitions could yield operational excellence—or perpetual complexity. The jury is out.
Key Performance Indicators to Track
For investors monitoring Nexi's ongoing performance, three KPIs merit particular attention:
1. Managed Transaction Value Growth (Year-over-Year)
This is the single most important indicator of underlying business health. It captures: - Cash-to-digital conversion in Nexi's markets - Market share dynamics versus competitors - Economic activity levels among merchant customers
Management has guided for "low-to-mid single digit" revenue growth in 2025, implying transaction value growth should track similarly or slightly higher.
2. EBITDA Margin Expansion
The EBITDA margin stood at 53 percent, up 101 basis points from 2023, "partly due to the faster realization of efficiencies and synergies in light of the group integration."
Continued margin expansion would validate the synergy case for the triple merger. Margin compression would signal either integration problems or competitive pressure.
3. Excess Cash Generation
Most importantly a strong growth of excess cash, that for the year has been 19% to €717 million. And here on the right, you see the journey we are on: 2022 about €400 million, 2023 about €600 million, 2024 more than €700 million, and we expect to see more than €800 million.
Excess cash generation (operating cash flow minus capex and working capital) directly determines capacity for debt reduction, dividends, and buybacks. Growing excess cash in a declining stock price environment creates buyback opportunity and eventual valuation floor.
Bull Case
The bull case for Nexi rests on several pillars:
Underpenetration Runway: Italy's card and payments market is in a state of flux. While cash remains king, with a high concentration of point-of-sale terminals, a shift towards digital payments is underway. This is driven by government initiatives promoting cashless transactions, the growing popularity of contactless payments, and the increasing adoption of alternative payment methods like digital wallets and buy-now-pay-later options.
Despite all this, payment card usage has been gradually increasing, with card payments going from 13% of the total consumer transaction volumes in 2019 to 26% in 2022. If this trajectory continues, Nexi benefits as the dominant domestic player.
Synergy Realization: The €320 million of identified synergies from the Nets and SIA mergers represent meaningful earnings accretion as they're fully realized.
Capital Return: With €700+ million annual excess cash and a market cap around €5 billion, Nexi can meaningfully buyback shares at depressed valuations while continuing to delever.
Valuation: At ~6x EBITDA (versus 15-20x for Adyen), Nexi trades at a substantial discount to digital-native peers. Any multiple re-rating from the current trough would drive significant returns.
Strategic Optionality: The industry's woes have prompted investment banks in recent years to study a potential merger of Nexi with its main European rival, France's Worldline. However, bankers say any deal would first need an agreement between Italy and France, which both are shareholders and have special powers to block deals in key sectors.
Bear Case
The bear case centers on structural concerns:
Technology Gap: Companies like Adyen and Stripe are pushing the boundaries with cloud-native platforms, minimal legacy baggage, and a culture laser-focused on product iteration. They offer robust APIs, real-time capabilities, and a single codebase that's easier to upgrade.
Nexi's technology stack remains a patchwork of acquired systems. Integrating ICBPI, CartaSi, Setefi, Nets, Concardis, and SIA technology platforms into a unified architecture is a multi-year undertaking that may never fully complete.
PE Overhang: Although some of Nexi's fund shareholders are known to be considering an exit given the number of years they have invested in the company, the company has attracted interest from other private equity groups. The drop in the stock makes it difficult for Nexi's fund shareholders to exit, especially since the entry levels are very different.
Hellman & Friedman, Advent, and Bain together hold substantial stakes. Their desire to exit creates persistent selling pressure and potential governance friction with CDP's longer-term orientation.
Low E-commerce Exposure: Nexi's Merchant Services are mostly dependent on physical retail, with only 10% attributable to e-commerce. As commerce shifts online, Nexi's physical-retail focus may become a structural headwind.
Regulatory/Political Risk: CDP opposition to asset sales, government involvement in strategic decisions, and the "golden power" that Italy maintains over financial infrastructure create uncertainty for purely financial investors.
Sector Headwinds: The entire European payments sector is challenged by rising competition, regulatory pressure on interchange fees, and macro-economic weakness in key markets like Germany.
Regulatory & Legal Considerations
Investors should note several regulatory and legal overhangs:
Golden Power: Italy maintains special governmental powers over strategic sectors including financial infrastructure. This can complicate M&A and governance decisions.
PSD2/PSD3 Implications: European payment regulations continue to evolve, potentially opening markets further to new entrants and putting pressure on traditional acquirer margins.
Antitrust Scrutiny: Nexi's dominant domestic position (approximately 70% combined market share with SIA) invites regulatory attention. Future acquisitions may face more intensive review.
Debt Covenants: While deleveraging has progressed, the company maintains significant debt (€5 billion net financial debt) with covenant requirements that constrain financial flexibility.
Conclusion: The Consolidator's Paradox
Nexi's story is fundamentally one of financial engineering and M&A execution. The private equity sponsors identified an undervalued, undermanaged asset class—European bank-owned payments businesses—and systematically rolled them up into a continental champion. The returns to Advent, Bain, and Clessidra on their 2015 investment, even at today's depressed prices, remain substantial.
But financial engineering has limits. Nexi's story is an example of Europe's payment evolution: from cash-based traditions and bank-led systems to a pan-European ecosystem seeking real-time speed, open banking, and frictionless commerce. Through rapid acquisitions, Nexi skyrocketed to the top tier of processors, commanding sizable market share and forging deep ties with banks across multiple markets. Yet now it faces a crucial test: can all the pieces be truly integrated into a single, nimble platform?
The next chapter will be written not by deal-makers but by operators. Can Bertoluzzo and his team unify the technology platforms? Can Nexi compete on innovation, not just scale? Can the company thread the needle between PE shareholders seeking exits and state shareholders pursuing strategic objectives?
"Our technological infrastructure plays a fundamental role in the expansion of digital payments in Italy," says Marco Ferrero, Chief Regional Officer of Nexi Italy. "The sustained increase in adoption reinforces our leadership position and underscores our contribution to the nation's digital transformation."
Italy's cash-to-digital conversion continues. Europe's payments market continues to grow. Nexi has positioned itself at the center of both trends. Whether the stock's current valuation represents a generational buying opportunity or a value trap will depend on execution in the years ahead.
What remains certain is that the payments industry will continue to evolve rapidly. Nexi's transformation from a 1939 banking cooperative to Europe's PayTech champion demonstrates what's possible when capital, talent, and timing align. The question now is whether that transformation can continue—and whether public market investors will eventually be rewarded for their patience.
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