Zip Expands into Europe and the Middle East, with the Acquisitions of Twisto and Spotii

Zip Co Limited is pleased to announce that it has agreed to acquire the remaining shares of European “Buy Now Pay Later” provider Twisto Payments a.s. and has also entered into an agreement to acquire the remaining shares of UAE-based BNPL leader Spotii Holdings Ltd The transactions align with Zip's global expansion plans and the rapidly accelerating global BNPL opportunity. As demonstrated through the acquisition of QuadPay, where annual transactions have soared by over 200% post acquisition, Zip is building its playbook in successfully identifying, completing, and integrating strategic acquisitions. Twisto and Spotii are now well-positioned to leverage the benefits of this competency and the synergies of a truly global payments organisation. Twisto and Spotii are integrated into Zip’s global Single Merchant Interface (SMI), which provides merchants instant access to 11 countries across five continents. Twisto Acquisition The decision to acquire Twisto marks an important step in Zip’s European strategy. The acquisition will complement Zip's UK presence, which launched earlier this year, and provides a gateway to one of the largest eCommerce markets globally. The strategic rationale of the transaction includes:

• Access to 27 European Union (EU) countries: the EU is the world’s second-largest eCommerce market with $1.1 trillion annual volume. Twisto holds a European Payment Institution license, enabling the provision of payments services across all EU member states subject to regulatory consents.
• Exceptional product suite: Twisto’s advanced product offering aligns with Zip’s digital wallet strategy, with the issue of virtual cards, short and long-term instalments, an account-based revolving credit line, integrations into Apple Pay and Google Pay and the ability to pay bills via the Twisto app.
• Strong growth: over 1 million customers have transacted on the platform, with an annual run-rate of $12 million revenue and $230 million TTV, and 14,000 merchants. Flagship merchants in the region include Delivery Hero, Pizza Hut, Gap, New Balance, Yves Rocher and Under Armour. A robust pipeline of sizable merchants is developing for late 2021 on the back of a recently executed regional partnership with global fintech leader PayU.
• Technology ready for rapid scaling: the in-house credit and fraud scoring engine known as “Nikita” analyses 500+ factors in milliseconds and is highly transferable to new growth markets with limited access to traditional credit data.
• Cultural alignment and management team: Twisto’s founding team has been with the company since inception and is strongly aligned with Zip’s culture and vision and is excited to be part of the Zip team, leading its European growth strategy.

  Zip will purchase the remaining shares in Twisto that Zip does not already own for an amount of ~€89 million (~$140 million). The completion of the acquisition is expected to occur in Q4 CY21. Refer to Appendix A to this release for further information about the material terms of the Twisto acquisition.   Twisto Founder and Chief Executive Officer Michal Smida said “We're excited to join the global Zip team to take advantage of the significant European opportunity and to continue to develop innovative BNPL solutions. There is a massive opportunity in Europe as BNPL follows the global trend with a shift away from the unfriendly world of credit cards. With Twisto’s existing operations in Central Europe, we are uniquely positioned to tackle the $1.1 trillion European eCommerce market. Being part of Zip’s global platform will allow us to accelerate growth, expand to new markets, win global merchants operating in Europe, leverage global partnerships already in place and broaden our product offering. We share the same ethos - striving relentlessly to deliver the best omnichannel payments experience to both customers and merchants." Zip Co-founder and Chief Executive Officer Larry Diamond said “The acquisition of Twisto shows our commitment to global growth and follows our ‘Coalition of Founders’ model, where we back strong founders with a shared vision and deep cultural alignment in our quest for global payments coverage. We are very much looking forward to adding this strategic geography to our growing footprint and fulfilling global merchant demand. We have been impressed by the Twisto team, their deep customer focus and product set and look forward to working closely with them to deliver on the opportunities we jointly have in front of us.”   Spotii Acquisition The acquisition of Spotii establishes Zip as a leading player in the Middle East, with Spotii operational in the UAE and KSA, and poised to expand further. The strategic rationale of the transaction includes:  

• Fast-growing: the Middle East is one of the fastest-growing eCommerce regions globally, with online spend increasing at 25% annually.
• Early traction: founded in 2020, Spotii has shown early traction with 650 merchants already integrated into the platform, including flagship regional brands such as Jashanmal and Danube Home. Total transaction volume has grown at an average of 90%+ month-on-month since inception.
• Proprietary risk engine: Spotii’s proprietary risk algorithm has allowed the company to grow rapidly while maintaining low loss rates, and allowing it to integrate across a broad spectrum of industry verticals in a market with limited access to centralised third-party data sources.
• Strong founding team: Spotii founders Anuscha Iqbal and Ziyaad Ahmed have over 30 years combined experience in payments, private equity, asset management and investment banking.

  Under the acquisition, Zip will purchase the remaining shares in Spotii that Zip does not already own for an amount of ~USD$16 million (~$21 million), implying an enterprise value of ~USD$20 million (~$26 million). The completion of the acquisition is expected to occur in Q3 CY21. Anuscha Ahmed, Spotii’s Co-Founder and CEO, said “Since founding Spotii in early 2020, we’ve seen significant uptake of the platform by merchants and customers, highlighting the appetite and need for BNPL solutions in the MENA region. Joining forces with Zip – a global leader in the BNPL space –  will enable us to drive further growth by tapping into the company’s advanced technology and expertise. For merchants, it means greater access to customers outside the MENA region, while BNPL customers in the regional markets will have greater access to international merchants. Ultimately, it highlights the Middle East as a growing region for eCommerce and BNPL offerings.” Zip Co-founder and Chief Executive Officer Larry Diamond said “The Spotii acquisition is an important step in Zip’s global expansion and international strategy, with Ecommerce in the Middle East on a significant upward trajectory. We have been working with Spotii since our initial investment in December 2020 to broaden our understanding of the BNPL opportunity in the region and have a number of exciting global merchants we are looking forward to activating in the coming months.  We also believe there is a large untapped opportunity to bring BNPL to emerging markets where cash on delivery remains a significant merchant challenge, and where the digitisation of retail accelerates.”