OrderYOYO Announces Merger With The German App Smart

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Kasper Lihn

Kasper Lihn

This morning, OrderYOYO announced that the company will merge with the German app smart GmbH with the ambition to create the European leader in software solutions for the takeaway industry. App smart is a market leader for shop systems and is the market leader in POS systems and digital infrastructure for delivery restaurants in Germany and Austria. The company has also initiated a market entry into Switzerland.

The merger will combine OrderYOYO’s market-leading position in the UK, Ireland, and Denmark, with app smart’s market leadership in both Germany and Austria. This means that OrderYOYO will increase its geographical reach with more potential to grow and less single market risk in relation to the large exposure to the UK market.

Read the full announcement here:  https://lnkd.in/erdUm6SV

The transaction is primarily a share-based payment, implying that OrderYOYO acquires app smart and app smart’s shareholders will become shareholders in OrderYOYO. The transaction values the share capital of app smart at DKK 222 million (based on OrderYOYO’s closing price of DKK 6.75). This is financed with the issuance of new shares (29,608,901 shares) and a cash payment (approx. DKK 22 million). For perspective, app smart realized an ARR of DKK 53 million in December 2021. This corresponds to a P/ARR of 4.2x for app smart (annualized December 2021) and OrderYOYO is traded at 3.2x ARR (annualized December 2021). The closing of the transaction is expected to be 1 July 2022.

Synergies of the merger include i) getting the unit cost down in running a software solution ii) upselling app smart solutions in OrderYOYO’s current markets, and iii) larger scale to cover the development of new solutions and services to the takeaway industry.

The combined (pro forma) annualized December 2021 ARR is DKK 173 million and the combined (pro forma) annualized December 2021 GMV is DKK 2,066 million. After the transaction, the new 2022 ARR guidance is DKK 175-190 million (and an annualized December 2022 GMV of DKK 2,050-2,200 million. Net revenue for 2022 is expected to be DKK 135-150 million and EBITDA for 2022 is expected to be between DKK –10 million and DKK 0 as integration costs will mainly occur in 2022.

In the statement, we note that there is not any direct bridge made to the old 2022 standalone guidance for OrderYOYO (ARR guidance of DKK 140-170 million and EBITDA of DKK 5-15 million).

Ambitions for 2025 are to reach 25,000 Restaurant Partners (up from more than 9,000 Restaurant Partners being served now).

HC Andersen Capital receives payment from OrderYOYO A/S for a Digital IR/Corporate Visibility subscription agreement. /Kasper Lihn 09:15 AM 17 June 2022.