Hello, everybody, and welcome to Nayax conference call to discuss its proposed transaction to acquire Retail Pro International. At this time, I would like to turn the call over to Ms. Virginea Stuart- Gibson, Vice President and Head of Investor Relations for Nayax. Please go ahead.
Thank you, operator, and everyone for joining us today on this conference call. With me on the call today are Yair Nechmad, Nayax Co-Founder and Chief Executive Officer, and Sagit Manor, Chief Financial Officer. Following management's prepared remarks, we will open the call for the question and answer session. Our press release and supplementary presentation related to the proposed transaction are available on our investor relations website at ir.nayax.com. As a reminder, during the call, we will be making forward-looking statements. All forward-looking statements on our call today are based on assumptions and therefore subject to risks and uncertainties that may cause actual results to differ materially from those projected. We have no obligation to update these statements except as required by law. You can read about these risks and uncertainties in our regulatory filings. In addition, today's call will include a discussion of non-IFRS measures.
Management believes non-IFRS measures are useful in order to enhance our understanding and our ongoing performance. However, these measures should be considered as a supplement to, and not as a substitute for, IFRS financial measures. Reconciliation to the nearest IFRS measure can be found in our supplementary presentation published earlier today. With that, I would like to turn the call over to Nayax CEO, Yair Nechmad. Yair?
Thank you, Virginea, and thank you to everyone joining the call on such a short notice. Earlier today, we announced that we have entered into a definitive agreement to acquire Retail Pro International, a global leader in retail point-of-sale software for the attended retail market. I would like to start by talking about why we are excited about this deal. There are three main reasons. Reason number one: it is a complementary and powerful combination. We believe this transaction is a powerful deal that accelerates the next stage of Nayax extended retail evolution. We will significantly expand our global reach in retail and instantly give Nayax a global recognized brand, platform. Retail Pro bring a vast distribution channel of over 80,000 resellers, immediately tripling our distributor network to over 120,000 resellers.
This will extend our scale and provide meaningful opportunities to cross-sell our payment solution to Retail Pro's large and growing customer base into their extensive distribution channel. Over the past three decades, Retail Pro has built successful global footprint, which include 9,000 retailers, spanning more than 56,000 stores, with over 150,000 POS lanes in more than 100 countries. This global footprint also includes a worldwide partner ecosystem of over 80 distributors with a low-cost sales and support structure. In addition to their leading position in retail POS software, the company possess billions of transaction volume in partnership with payment processors, and currently has a payment processing agreement in the U.S. with a leading U.S. payment processor. In 2022, the company processed approximately $2.6 billion in transaction value and 31 million transactions.
By combining the retail businesses, we also expect cost synergies, primarily from aligning our business operation go-to markets strategies. Reason number two: the global retail industry offers a large addressable market with attractive growth opportunities. By joining forces, we will significantly increase our target addressable market, enter new, fast-growing region, and further scale our existing retail business. As store growth and cross-border transactions continue to increase in international region outside of the U.S. and Western Europe, brands are faced with many foreign complexities, including connectivity, security, localized consideration, and data management and needs. Throughout their 30-plus years brand history, Retail Pro has built a full features, flexible product, capable of handling the complex global retail environment. This has resulted in a powerful brand recognition as the premier retail management solution for established global tier-one retailers. Retail Pro customer segmentation is diverse, with apparel and accessories being the dominant categories.
Retail Pro provides a strong value proposition to retailers by consistently creating an innovative, flexible, hardware-agnostic and full service solution that allows retailers to manage their entire retail operation from one platform. The combination of Nayax payment and loyalty solution and Retail Pro POS software naturally fits and are highly adaptive to each other with respect to geographies and the broader capabilities we can offer to our combined customers and distributors. Retail Pro complements Nayax existing market position with its strong presence in North America, integrated payment capabilities, and robust go-to-market approach. Retail Pro capabilities, when coupled with our own solution, will provide opportunity to extend use case and new verticals, such as hospitality. Together, we will further diversify the business geographically, giving us enhanced scale with entering large and under-penetrated region with local partners that augmented our existing distribution channels.
As I highlighted earlier, we see meaningful opportunities for revenue synergies through this combination, further enhancing our growth prospects and target addressable market in retail. Reason number three, Retail Pro has an attractive financial profile and is highly profitable on a standalone basis. Retail Pro provide an attractive financial profile consisting of high recurring revenue and strong profitable that align with our near-term and long-term targets. Again, we'll provide more color later on the call. Our long-term M&A strategy focus on sustainable, profitable growth, and Retail Pro fits perfectly with our M&A strategy. Retail Pro will add significant customer base, along with the ability to cross-sell our product portfolio and technology that adds to our overall attended retail offering.
We will continue to look at strategically accretive acquisitions that are aligned with our long-term strategy of building on our customer base, expand geographically, and allow us to offer a comprehensive portfolio of products. As a reminder, Nayax currently offers self-service checkout kiosk, and in some region, a complete solution to small retailers such as payment terminal and management system to the attended retail market. The combined retail business support our One Nayax strategy that we outlined at our Capital Markets Day in May. That time, we pointed out that attended retail is one of the key emerging growth engines on the One Nayax strategy, and is critical to executing on our five-year roadmap for achieving both our revenue and profitability target.
These transactions bring together two global leaders, offering full product suites and technology solutions to meet all retailers' needs, and integrated payment platform across all verticals to create a leading integrated payment company in the global retail commerce. Let me now walk you through what we expect that the combined Nayax and Retail Pro business will bring post-acquisition. First, we will provide a joint offering for Retail Pro global partners. By combining the technology and product roadmap, Nayax Retail and Retail Pro, we will have a robust competitive platform that can serve both SME and large customers in most major retail segments. Our combination of embedded payment with a POS product offering gives Nayax a vertically integrated solution that can serve most customers as a one-stop shop. We see Nayax Retail and Retail Pro as complementary and synergistic.
Second, we will accelerate our expansion into new verticals and diverse sector, including apparel, health and beauty, hospitality, and quick-serve restaurant, with a commitment to extend Retail Pro's footprint. To extend our reach and scale, our complementary end-to-end solution will be offered through our combined distribution channel, with the extension of our channel partners from roughly 40 to over 120 after this acquisition. Nayax will have a significantly more reach to cross-sell the One Nayax solution. Nayax has clearly defined acquisition and integration playbook, which has served us well in our acquisitions to date, and as a result, we feel very confident about our ability to execute and create value for all our stakeholders.
The acquisition of Retail Pro advanced our strategy to be global leader in both unattended and attended retail commerce, delivering a full retail product suite and payment solution to our customer across the globe. We look forward to welcoming Retail Pro and its team members to the Nayax family. I will now turn the call over to Sagit. Sagit?
Thank you, Yair, and good morning, good evening, everyone. The combination of Nayax and Retail Pro is expected to create an attractive financial profile that embodies top line growth, profitability, and cash flow generation. We expect to acquire Retail Pro International for an implied enterprise value of $36.5 million on a cash-free, debt-free basis. Nayax will purchase 100% of the company, subject to certain earn-outs being met. Nayax expects $2 million of deferred revenue to be treated as a reduction of the purchase price. The purchase will consist of an initial $20 million paid in cash at closing, and the remainder paid over three years in either cash or equity, as determined by Nayax. Nayax will finance the initial payment with a committed bank facility. We expect that the acquisition will be immediately accretive to net income following the closing.
The transaction is expected to close in Q4 2023, subject to the satisfaction of customary closing conditions and will not have a material financial impact in 2023. We are not providing any guidance around the combined company at this time, but we look forward to providing 2024 guidance, including Retail Pro impact, on our earnings call in March. Now let me discuss why this transaction is compelling for Nayax from a financial perspective. Retail Pro provides an attractive and complementary financial profile that is characterized by solid top-line growth, recurring revenue, and strong profitability. For the year ended December 31st, 2022, Retail Pro adjusted revenue was approximately $14 million. The revenue model is diverse, consisting of four main pillars. The first revenue pillar is licenses, which are sold as perpetual and represented 18% of fiscal year 2022 adjusted revenue.
License revenue is derived from the sale of the Retail Pro POS software to either new retail customers or from deeper penetration to existing customers. Licenses are sold directly or through the extensive distribution network. The second pillar consists of professional services and other revenue, which are mainly fees generated from performing value-added services, including consulting, training, and implementation projects. Professional services and other revenue represented 10% of fiscal year 2022 adjusted revenue. The third pillar is software subscription revenue, which represented 56% of fiscal year 2022 adjusted revenue. This revenue stream is derived from additional value-added services consisting of new releases or enhancements, ongoing maintenance, and support. This pillar represents an attractive recurring revenue stream that enables long-term customer retention. The last pillar is processing revenue, which represented 16% of fiscal year 2022 adjusted revenue.
This revenue stream is derived from an existing revenue share agreement with a leading U.S. payment processor. Retail Pro's customers have the option to use the U.S. payment processor for processing transactions. Given the expected closing of the transaction in Q4 2023, we do not expect a material impact on 2023 revenue. The transaction achieves our strategic growth objective to further diversify our standard retail business geographically, and it immediately provides exposure to faster growing geographies. As a standalone company, Retail Pro has a profitable software revenue model with gross margins of around 80%, Adjusted EBITDA margin of around 27%, and generating cash flow. As a combined company, we would expect meaningful synergetic growth, given the larger profit base. Our business model becomes even stronger, with more diverse revenue sources, recurring revenues, and value-added products and solutions that are complementary.
Lastly, this transaction provides a great potential for revenue synergies with little investment and cost synergies from optimizing operations. We have more details to provide following the closing in Q4 2023, when we provide 2024 guidance in March. As for cost synergies, we expect to see a reduction in various duplicated costs, leveraging complementary capabilities, and improving processing costs. As Yair highlighted, we would expect additional revenue upside from executing our go-to-market strategy focused on cross-selling and expansion opportunities. We are very excited about this transaction and the synergistic opportunities we see ahead as we bring together two companies that strategically fit and offer a broad set of technology and solutions to our combined customer base and distribution network. Operator, please open the call for questions.
Thank you. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to take your question out of the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Cris Kennedy with William Blair. Please proceed.
Great. Thank you for taking the question. Yair, you talked about your existing retail business. Can you give a little bit more color on kind of the size of your existing retail business? And then can you rank order the importance of some of the growth engines between EV, retail, CoinBridge, what have you? Thank you.
... So, hi, Cris. Thank you for participating on such a short notice. We're not sharing regarding the size of the retail existing business, as you know. We didn't put any kind of segmentation within the investors' knowledge regarding the segments. I can say that we are working with a great team and excellent execution regarding the target that we put ourselves into the retail in the market that we started, like Israel, U.K.. These are the main activities that we're doing, and we have a portfolio of products that are ready for the market, and that's part of the reason that we see complementary with the Retail Pro.
Again, extending the question regarding the other growth engine, the EV is on track in terms of deployment in Israel and outside of Israel. We are very excited about what's going on, and it's evolving. It's a very, very complex segment that we believe that we are mastering end-to-end, as we like to say, in our solution. CoinBridge is already on pilot internally over here, and will be dominating or executing during the next year. We see more of it. It will be more shared of the information, I believe, during the end of the year, the call that we'll have potentially in March.
Great. Thanks for taking my question. Then, not sure what you can say, but you gave the press release two weeks ago, just about the operational update in Israel. Any update on that? Thank you for taking the questions.
No, we are feeling what we already stated in the statement that we put two weeks ago. It is the same operational-wise. In terms of delivery, we see no obstacles and we keep running business, same thing regarding the processing and everything that we're doing around the globe. Israel is a little bit in some cases difficult, but it's not really material to anything in terms of the need to be changed in the view of what we already promised to the community, to investor community.
Great. Thanks for taking the questions.
As a reminder to star one on your telephone keypad if you would like to ask a question. Our next question comes from Trevor Williams with Jefferies. Please proceed.
Great. Thanks. Good morning, guys, and congrats on the deal. I was hoping to get just a little bit more color, specifically around what the cross-sell strategy is gonna look like. I know you're alluding to both revenue and cost synergies. Not looking for specific targets tied to those, but on the revenue synergy side, maybe you could just kind of walk us through the top couple sources that you're expecting there. Thanks so much.
Thank you, Trevor, for participating. I will take maybe the first few sentence and then Sagit can complement the rest of it. In terms of what we see, you have to remember that we're getting into a global partnership, partners that Retail Pro has. So first, we have in excess of more than 80 distributors. They're all expert in retail. So, of course, we now, what you call, gain access to a fast access to the market with the 80 distributors that currently, just to remind you, we have 46 distributors in unattended. So it's more than tripling our access to the market.
And the expertise of retail that this is bringing to the table is very powerful to what we believe. Second, the upsell that Retail Pro providing is lacking the payments, and we are providing a, what you call a global access to a payment. We are serving more than 80 countries. And the last thing, in terms of what we are providing, is the loyalty part. We have all the solution that's creating a frictionless solution for loyalty and payment altogether.
And we believe within this customer base that Retail Pro has, we can bring more value to our customers or to the joint customers, and create a revenue growth and value for our customers. I don't know, Sagit, do you want to comment on this?
Yes. Thank you, Trevor, and thank you, Yair. Maybe on the, you know, a little bit on the attractive financial profile that Retail Pro has. So it's a combination of a few things. One is they have a very solid top-line revenue with strong profitability. Not only that they have diverse revenue sources, but they have a very high recurring revenue source, so it's very complementary to the very attractive Nayax business model that we already have.
That will conclude our question and answer session. I would like to turn the conference back over to Virginea for closing comments.
Thank you, operator. Thank you all for joining the call. We look forward to discussing our Q3 performance and results with you all on November 7th. Have a good day.
Thank you. This will conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.