Lightspeed POS Inc. Announces the Acquisition of Gastrofix

Lightspeed consolidates leadership position in Europe with acquisition of Germany's premier cloud provider

MONTREAL, Jan. 7, 2020 /PRNewswire/ - Lightspeed POS Inc. (TSX: LSPD), a leading omnichannel point of sale platform to nearly 57,000 small and medium-sized retail and restaurant locations worldwide, today announced that it has entered into an agreement to acquire Gastrofix, a quickly-growing market leader for cloud-based POS hospitality software in Germany.

Lightspeed's acquisition of Germany's premier cloud-based hospitality POS solutions provider brings two high-performing, complimentary teams together to better assist European merchants as they transition to the cloud.

With the addition of Gastrofix's over 8,000 customer locations, including the Michelin-starred Seven Seas (Hamburg), Leaders Club winner Bar Shuka (Frankfurt) and the luxury Steigenberger Hotels and Resorts, Lightspeed solidifies its presence in Europe, namely in countries such as Germany, Austria and Norway, opening up access to an array of cloud-based services designed to propel European businesses forward. With this most recent acquisition, Lightspeed now has the capacity to offer solutions for merchants and restauranteurs in all key regions across Europe.

This acquisition is timely as German fiscal laws being introduced in 2020 could push merchants and restauranteurs to upgrade to cloud-based POS systems to help them run their businesses and meet new regulatory requirements.

This acquisition builds on Lightspeed's growth momentum, having completed a series of acquisitions in 2019, including: Chronogolf, a solution for golf course operators, iKentoo, a Switzerland-based POS solutions provider which serves merchants in over 14 countries across Europe and Africa, and Kounta, a leading Australia-based provider in the hospitality industry.

"The addition of Gastrofix to our team further solidifies Lightspeed as a leader in cloud-based POS technology and establishes our immense footprint powering SMBs across the globe," said Dax Dasilva, Founder and CEO of Lightspeed. "We are proud to welcome Gastrofix's passionate employees to Lightspeed. Together, we will create new opportunities for hospitality businesses to reach their highest growth potential amidst shifts in the industry. Lightspeed will continue to execute on further investments to drive complex SMBs forward through the support of top technology in the market."

"Gastrofix and Lightspeed's common goal of digitizing the hospitality industry with versatile, efficient cloud-based solutions made the pairing a perfect match," said Reinhard Martens, Founder and CEO of Gastrofix. "We're thrilled by the opportunity to combine our resources to reach new customers across Europe."

With the addition of offices in Berlin and Hamburg, Lightspeed's footprint now comprises nine European offices including a presence in Amsterdam, Ghent, London, Geneva, Lausanne, Zurich, and Paris. 

TRANSACTION DETAILS
Lightspeed has entered into an agreement to acquire all of the outstanding shares of Gastrofix for a base purchase price of approximately US $61 million in cash on closing and the issuance of 1,437,930 subordinate voting shares in the capital of Lightspeed, at a value of US$28.16 per share, subject to post-closing working capital adjustment. In addition, certain Gastrofix employees, directly or indirectly, can earn an additional US$4.0 million in deferred cash consideration along with the issuance of 95,464 subordinate voting shares in the capital of Lightspeed, at a value of US$28.16 per share, through January 2022 if various performance objectives are met.

An additional amount of up to US$10.6 million in deferred cash consideration along with the issuance of up to 250,598 subordinate voting shares in the capital of Lightspeed at a value of US$28.16 per share, are payable or issuable to the selling shareholders of the company if revenues overperform the planned revenue from the German market in each of the next 2 years.

For the year ending December 31, 2019, Gastrofix is anticipated to have generated revenue of approximately USD $12.5 million, calculated in accordance with German GAAP and HGB. The company is currently undergoing a conversion to IFRS and anticipates a potential accounting adjustment to reduce revenue by approximately $1.7M for this period to account for certain reseller revenue on a net basis.

Further discussion about this transaction will be held on Lightspeed's third quarter earnings call. 

ABOUT LIGHTSPEED POS INC.
Lightspeed (TSX: LSPD) is a cloud-based commerce platform powering small and medium-sized businesses in over 100 countries around the world. With smart, scalable, and dependable point of sale systems, it's an all-in-one solution that helps restaurants and retailers sell across channels, manage operations, engage with consumers, accept payments, and grow their business.

Headquartered in Montréal, Canada, Lightspeed is trusted by favorite local businesses, where the community goes to shop and dine. Lightspeed has grown to over 900 employees, with offices in Canada, USA, Europe, and Australia.

FORWARD LOOKING STATEMENTS 
This press release may include forward-looking information and forward-looking statements within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are statements that are predictive in nature, depend upon or refer to future events or conditions and are identified by words such as "will", "expects", "anticipates", "intends", "plans", "believes", "estimates" or similar expressions concerning matters that are not historical facts. Certain statements made in this press release are forward-looking statements, including, but not limited to, statements relating to benefits expected to result from the acquisition of Gastrofix by Lightspeed, including our plans for expansion in Europe, our business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. Such statements are based on current expectations of Lightspeed's management and inherently involve numerous risks and uncertainties, known and unknown, including economic factors. A number of risks, uncertainties and other factors may cause actual results to differ materially from the forward-looking statements contained in this news release. This news release should be read in conjunction with the risk factors set out in the most recent Management's Discussion and Analysis of Financial Condition and Results of Operations and under "Risk Factors" in our most recent Annual Information Form, both of which are available under our profile on SEDAR at www.sedar.com. Readers are cautioned to consider these and other factors carefully when making decisions with respect to Lightspeed's subordinate voting shares and not to place undue reliance on forward-looking statements. Forward- looking statements contained in this press release are not guarantees of future performance and, while forward-looking statements are based on certain assumptions that Lightspeed considers reasonable, actual events and results could differ materially from those expressed or implied by forward-looking statements made by the Lightspeed.  Except as may be expressly required by applicable law, Lightspeed does not undertake any obligation to update publicly or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are provided herein for the purpose of giving information about benefits expected to result from the acquisition of Gastrofix by Lightspeed, including our plans for expansion in Europe. Readers are cautioned that such information may not be appropriate for other purposes.

There can be no assurance that the benefits expected to result from the acquisition of Gastrofix, including our plans for expansion in Europe, will be realized. The market penetration in Europe could materially differ from current expectations.

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SOURCE Lightspeed POS Inc.

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