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Herbert Smith Freehills has advised EML Payments Limited (EML) on its £226 million (A$423 million) acquisition of Prepaid Financial Services (Ireland) Limited (PFS), a multi-award winning European provider of white label payments and banking-as-a-service technology.

The acquisition and transaction costs will be funded by a combination of

  • a fully underwritten accelerated, pro-rata, non-renounceable entitlement offer to raise approximately A$183 million;
  • a fully underwritten placement to new and existing institutional shareholders to raise approximately A$67 million;
  • new fully underwritten multicurrency A$175 million debt facility of which A$130 million will be drawn; and
  • scrip consideration to PFS’ continuing management shareholders of approximately A$77 million.

EML is a leading provider of innovative payment solutions and its acquisition of PFS is its largest and most significant acquisition to date.

EML was advised by an international team of experts located in the firm’s London, Sydney and Melbourne offices across a number of interrelated legal work streams. The Herbert Smith Freehills team was led by partners Corporate Partner Caroline Rae, Finance Partner Lucy McCullagh and Equity Capital Markets Partners Phillip HartTim McEwen and Siddhartha Sivaramakrishnan. They were supported by senior associates, Rich Woods, Oanh Ho, Josh Todd, Andrew Earle and Jin Kong and associates Lucy Curran, Ryan Sheridan, Harriet Sykes, Bobby Chen, Sama Rahman, Jennifer Wong, Jennie Bian, Jennifer Catterson and Ling Zhu.

London partner Kristen Roberts, senior associate Soumya Rao and associate Benjamin Robinson advised on English law aspects of the debt financing and London partner Gabrielle Wong, senior associate Ahu Yalgin and associate Elizabeth Bramon advised on U.S. law aspects of the debt financing. The Herbert Smith Freehills team was also assisted by foreign counsel Arthur Cox (Irish law), McInnes Cooper (Nova Scotia law) and Polsinelli (Kansas law).

Lucy McCullagh said, ‘We are delighted to have advised on EML on such an important acquisition and to have contributed to this significant step in its growth strategy.’

Caroline Rae said, ‘This is an exciting deal for the fintech sector and shows that European fintechs remain attractive targets for global investors. We expect to see further M&A in this sector during 2020 given the number of mature businesses with good traction in the market and clear paths to profitability’.

This deal is another example of Herbert Smith Freehills’ market-leading work in the fintech sector and showcases the firm’s ability to provide seamless advice on complex cross-border transactions.

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Lydia Lam

Head of Communications, UK, US & EMEA