EX-99.(C)(VII) 11 d826466dex99cvii.htm EX-99.(C)(VII) EX-99.(c)(vii)

Exhibit (c)(vii)

 

LOGO

Project Neon Board Materials April 2024


LOGO

Table of Contents 1. Transaction Overview 2. Overview of Company Performance and Management Plan 3. Perspectives on Valuation    Appendices


LOGO

Transaction Overview


LOGO

Transaction Background All currencies stated in USD ($) throughout materials ï,— Aqua is proposing to acquire 100% of the outstanding shares of Neon (the “Company”), a Canadian corporation listed on both the NASDAQ and TSX, for $34.00 per share in cash – implying a premium of 56% to Neon’s unaffected stock price as of March 15, 2024 and an enterprise value of $6.3 billion ï,— Phil Fayer, CDPQ and Novacap, who own Multiple Voting Shares (together, the “MVS Shareholders”) in the Company, are rolling a majority of their respective ownership positions in the transaction ï,¡ The MVS Shareholders own 55% economic interest and 92% voting rights on a non-diluted basisï,— Transaction is expected to be financed with a mix of equity funds from Aqua and $2.6 billion of total debtï,— Announcement expected on April 1, 2024 ï,— Aqua had preliminary discussions with Neon in the Summer of 2023 and provided an initial non-binding indication of interest on November 22, 2023 ï,— Following receipt of Aqua’s initial non-binding indication of interest, Neon formed a Special Committee to oversee a formal valuation, and, in parallel, launched a process that included four other parties ï,¡ One of those parties submitted three indications of interest during the process, however, Aqua has continued to move in-line with the Company’s expected transaction timeline at a higher proposed per share price ï,¡ Of the four other parties, three have communicated that they are not interested in a transaction with Neon ï,— Neon has retained Barclays as Financial Advisor to the Company and to provide a Fairness Opinion to its Board ï,— The Special Committee has retained TD Securities as its Financial Advisor, to provide a formal independent valuation under MI 61-101, and to provide a Fairness Opinion 2


LOGO

Review of Other Strategic / Sponsor Outreach ï,— Private Equity Party B ï,— Contacted by Barclays on 12/19/23ï,— Signed NDA on 12/26/23ï,— Management Presentation on 1/3/24 ï,— Submitted IOIs at $32.50 on 1/10/24, $33.00 on 2/5/24 and $33.25 on 2/19/24ï,— Denoted longer timeline to sign given incremental diligence requests ï,— Private Equity Party C ï,— Contacted by Barclays on 12/19/23 ï,— Signed NDA on 12/29/23ï,— Management Presentation on 1/4/24 ï,— Decided to pass on the opportunity on 1/9/24 ï,— Private Equity Party D ï,— Contacted by Barclays on 12/19/23ï,— Signed NDA on 1/2/24ï,— Management Presentation on 1/5/24 ï,— Decided to pass on the opportunity on 1/9/24 ï,— Strategic Party E ï,— Contacted by Barclays on 12/20/23 ï,— Decided to pass on the opportunity and did not sign an NDAï,— Re-confirmed decision to pass on 1/3/24 3


LOGO

Transaction Financial Metrics Analysis at Various Prices (Mgmt. Projections) ($ in millions, except per share) Unaffected Current Aqua Aqua Aqua Aqua Aqua Aqua Offer #1 Offer #2 Offer #3 Offer #4 Offer #5 Offer #6 Price(1) Price 11/22/23 12/4/23 1/10/24 2/5/24 3/15/24 3/20/24 Purchase Price per Share $21.79 $31.64 $24.00 $28.80 $31.15 $33.60 $33.65 $34.00 Premium to Price on Offer Date — 23% 28% 26% 36% 54% 19% Premium to Unaffected Price (03/15/24)—45% 10% 32% 43% 54% 54% 56% Value Fully Diluted Shares O/S 149.7 150.3 149.7 150.1 150.2 150.4 150.4 150.4 $3,261 $4,755 $3,594 $4,321 $4,680 $5,054 $5,061 $5,115 Total Diluted Equity Value Plus: Total Debt (12/31/23)(2) $1,287 $1,287 $1,287 $1,287 $1,287 $1,287 $1,287 $1,287 Summary Plus: Noncontrolling Interests 18 18 18 18 18 18 18 18 Less: Cash and Marketable Securities (12/31/23)(3) (140) (140) (140) (140) (140) (140) (140) (140) Total Enterprise Value $4,426 $5,920 $4,758 $5,486 $5,845 $6,218 $6,226 $6,279 Premiums Analysis: Current Price $31.64 (31%)—(24%) (9%) (2%) 6% 6% 7% 30-Day VWAP(4) $24.75 (12%) 28% (3%) 16% 26% 36% 36% 37% Premiums 90-Day VWAP(4) $22.70 (4%) 39% 6% 27% 37% 48% 48% 50% 52-Week High (04/13) $43.77 (50%) (28%) (45%) (34%) (29%) (23%) (23%) (22%) 52-Week Low (10/27) $13.35 63% 137% 80% 116% 133% 152% 152% 155% Multiples Analysis(5): Excl. Interest Revenue from Seg. Funds Margin CY 2023A Adj. EBITDA $434 37% 10.2x 13.6x 11.0x 12.6x 13.5x 14.3x 14.3x 14.5x CY 2024E Adj. EBITDA $474 34% 9.3x 12.5x 10.0x 11.6x 12.3x 13.1x 13.1x 13.2x Multiples Incl. Interest Revenue from Seg. Funds Margin CY 2023A Adj. EBITDA $437 37% 10.1x 13.5x 10.9x 12.5x 13.4x 14.2x 14.2x 14.4x CY 2024E Adj. EBITDA $488 35% 9.1x 12.1x 9.8x 11.2x 12.0x 12.7x 12.8x 12.9x Sources: Company filings, Neon Management Plan, FactSet. Market data as of 3/28/2024. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. Neon share price data pulled in USD from FactSet using ticker “NVEI-CA”, which represents the TSX share price in CAD converted to USD. (1) Unaffected share price of $21.79 reflects Neon’s closing price on 3/15/2024, the last day prior to mainstream media reports regarding a possible sale transaction. (2) Total debt consists of $1,275mm of Term Loan and $12mm of Lease Liabilities. (3) Pro forma cash balance reflects 12/31/2023 cash of $170mm less $30mm of cash paid for the acquisition of Till. (4) 30-Day and 90-Day VWAPs from 3/15/2024, the last day prior to mainstream media reports regarding a possible sale transaction. (5) EBITDA figures denoted as excl. interest revenue do not include the impact of interest revenue from segregated funds. 4


LOGO

Overview of Company Performance and Management Plan


LOGO

Neon Trading Performance Since IPO Neon Stock Price Performance Since IPO ($ in millions, except per share data) $ Share Price Market Market Statistics Correction & (1) Covid Short-Seller Report Unaffected Price (03/15/24) $21.79 52-Week High (04/13/23) $43.77 52-Week Low (10/27/23) $13.35 Basic Shares 139.6 Plus Dilutive Shares 10.1 Diluted Shares 149.7 Equity Value $3,261 Less Cash (140) Plus Debt(2) 1,305 Enterprise Value $4,426 52W High: $43.77 $31.64 IPO: $26.00 52W Low: $13.35 Earnings Releases Acquisitions Media Leak 30 1 2 3 52 Week 52 Week Dav Avg. Year Avg. Year Avg. Year Avg. High Low Share Price $24.43 $26.41 $32.35 $49.41 $43.77 $13.35 % Prem. / (Disc.) to Unaffected Price ($21.79) (1) 12% 21% 49% 127% 101% (39%) Source: FactSet, Company filings, Neon Management Plan. Market data as of 3/28/2024. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. Neon share price data pulled in USD from FactSet using ticker “NVEI-CA”, which represents the TSX share price in CAD converted to USD. (1) Unaffected share price of $21.79 reflects Neon’s closing price on 3/15/2024, the last day prior to mainstream media reports regarding a possible sale transaction. Averages reflect the respective time periods prior to the unaffected date. (2) “Debt” includes NCI of $18mm. 5


LOGO

Historical Performance vs Comparables Indexed Share Price Since IPO Annual Returns Neon Peers 400% 2020 79% 18% 2021 6% (23%) 2022 (61%) (32%) 2023 4% 10% 300% 2024 YTD (17%) 13% 2020 to Current(2) (36%) (14%) 200% 157% 100% 86% 64% 0% Sep-20 Dec-20 Mar-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Nov-22 Feb-23 May-23 Aug-23 Nov-23 Mar-24 EV / NTM EBITDA Multiples Since IPO(1) (1) Average Neon (Consensus) Peers 65.0.x 2020 33.3x 17.5x 2021 35.6x 16.1x 2022 14.0x 11.4x 50.0.x 2023 9.8x 10.4x 2024 YTD 8.6x 11.0x 2020 to Current(2) 20.2x 12.9x 35.0.x 20.0.x 5.0.x Sep-20 Dec-20 Mar-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Nov-22 Feb-23 May-23 Aug-23 Nov-23 Mar-24 Neon Peers SP 500 Source: FactSet, Wall Street research. Market data as of 3/28/2024. Note: Neon share price data pulled in USD from FactSet using ticker “NVEI-CA”, which represents the TSX share price in CAD converted to USD. Peer group reflects the median of the following peers: Adyen, Corpay, dLocal, FIS, Fiserv, Global Payments, i3 Verticals, Paysafe, Repay, Shift4. Neon market data from 3/18/2024 through 3/28/2024 assumed to be equal to 3/15/2024, Shift4 market data from 12/14/2023 through 3/28/2024 assumed to be equal to 12/13/2023, Repay market data from 3/12/2024 through 3/28/2023 assumed to be equal to 3/11/2024, the last unaffected days before acquisition rumors, for purposes of unaffected price analysis. (1) Neon NTM EBITDA multiples based on Consensus estimates per FactSet. Values greater than 75.0x or less than 0.0x are considered “NM”. (2) From 9/17/2020 to 3/28/2024.


LOGO

Overview of Neon’s Management Plan Historical Financials and Management Projections Organic Revenue Growth(1) CAGR ($USD in mm) CY21A CY22A CY23A CY24E CY25E CY26E CY27E CY28E Target: ‘23-‘28 15-20% Growth in Medium Term Pro Forma Revenue (Excl. Interest Revenue from Seg. Funds) $1,134 $1,256 $1,384 $1,593 $1,843 $2,128 $2,461 14% % Growth 11% 10% 15% 16% 15% 16% 15% Reported Revenue (Excl. Interest Revenue from Seg. Funds) $725 $843 $1,187 $1,384 $1,593 $1,843 $2,128 $2,461 16% 14% % Growth 93% 16% 41% 17% 15% 16% 15% 16% Interest Revenue from Seg. Funds $3 $14 $9 $8 $7 $6 % Growth 333% (31%) (17%) (14%) (16%) Pro Forma Revenue (Incl. Interest Revenue from Seg. Funds) $1,134 $1,259 $1,397 $1,602 $1,850 $2,135 $2,467 14% % Growth 11% 11% 15% 15% 15% 16% ‘23A—‘28E CAGR ‘24E—‘28E CAGR Reported Revenue (Incl. Interest Revenue from Seg. Funds) $725 $843 $1,190 $1,397 $1,602 $1,850 $2,135 $2,467 16% % Growth 93% 16% 41% 17% 15% 15% 15% 16% Adj. EBITDA Margin(3) Total Cost of Sales (171) (223) (275) (333) (396) (471) (558) % Reported Revenue 20% 19% 20% 21% 21% 22% 23% Target: Gross Profit $577 $672 $967 $1,122 $1,269 $1,454 $1,664 $1,908 15% 50%+ Adj. EBITDA Margin in Long-Term % Margin (Reported Revenue) 80% 80% 81% 80% 79% 79% 78% 77% Commissions (113) (222) (279) (299) (333) (363) (386) 44% % Reported Revenue 13.4% 18.6% 20.0% 18.7% 18.0% 17.0% 15.6% 37% 35% % Reported B2B & SMB Revenue 47.4% 45.2% 46.5% 46.1% 47.2% 47.9% 47.2% Employee Compensation (155) (204) (235) (253) (269) (286) (304) % Reported Revenue 18.4% 17.2% 16.8% 15.8% 14.5% 13.4% 12.3% Other OpEx (2) (52) (103) (120) (123) (127) (131) (136) % Reported Revenue 6.2% 8.7% 8.6% 7.7% 6.9% 6.2% 5.5% ‘23A ‘24E ‘28E Adj. EBITDA (Incl. Interest Revenue from Seg. Funds) $317 $351 $437 $488 $594 $725 $884 $1,083 % Margin (Reported Revenue) 44% 42% 37% 35% 37% 39% 41% 44% % Growth 11% 24% 12% 22% 22% 22% 23% Capex % of Revenue(4) Adj. EBITDA (Excl. Interest Revenue from Seg. Funds) $317 $351 $434 $474 $584 $717 $877 $1,078 20% % Margin (Reported Revenue) 44% 42% 37% 34% 37% 39% 41% 44% Target: % Growth 11% 24% 9% 23% 23% 22% 23% 4-6% Capex as % of Rev. in Medium Term CapEx 27 48 55 83 96 111 128 148 % Reported Revenue 4% 6% 5% 6% 6% 6% 6% 6% Commission Buyouts 25 30 35 40 6% 6% % Reported Revenue 2% 2% 2% 2% 5% Adj. EBITDA (Incl. Interest Revenue)—Capex—Buyouts $303 $382 $405 $473 $584 $721 $895 19% % Conversion 86% 88% 85% 81% 81% 82% 83% Memo: Change in NWC Impact on FCF $22 ($11) ($12) ($25) ($33) ($39) ($45) ($49) D&A $91 $101 $136 $150 $172 $200 $236 $256 % Reported Revenue 13% 12% 11% 11% 11% 11% 11% 10% ‘23A ‘24E ‘28E SBC $53 $139 $135 $117 $95 $97 $106 $116 % Reported Revenue 7% 16% 11% 8% 6% 5% 5% 5% Source: Company filings, Neon Management Plan. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. Management Medium and Long-Term targets as of 6-K filed on 3/5/2024. (1) Based on Pro Forma Revenue Including Interest Revenue from Seg. Funds. (2) Other OpEx includes professional fees, transaction losses (recoveries), contingent consideration adjustments, other expenses and Adj. EBITDA addbacks, and excludes D&A and SBC. (3) Includes Interest Revenue from Seg. Funds, excludes SBC. (4) Based on Reported Revenue including Interest Revenue from Seg. Funds. 7


LOGO

Neon: Management Plan vs Consensus Estimates Management Plan vs. Wall Street Consensus Estimates Management Plan Consensus Estimates (3/15/24) Delta vs. Consensus ($ millions) CY23A CY24E CY25E CY23A CY24E CY25E CY23A CY24E CY25E Reported Revenue $1,190 $1,397 $1,602 $1,190 $1,367 $1,586 $30 $16 (Incl. Interest Revenue from Seg. Funds) % Organic Growth 11% 11% 15% 11% 11% 16% 0% (1%) / % Delta Adj. EBITDA $437 $488 $594 $437 $497 $598 ($9) ($4) (Incl. Interest Revenue from Seg. Funds) % Margin / % Delta 37% 35% 37% 37% 36% 38% (1%) (1%) Adj. EBITDA $434 $474 $584 $437 $497 $598 ($22) ($14) (Excl. Interest Revenue from Seg. Funds) % Margin / % Delta 37% 34% 37% 37% 36% 38% (2%) (1%) Total CapEx(1) ($55) ($83) ($96) ($55) ($72) ($76) ($11) ($20) % Revenue / % Delta 5% 6% 6% 5% 5% 5% 1% 1% Adj. EBITDA (Incl. Interest Revenue from Seg. Funds) (1) $382 $405 $473 $382 $424 $522 ($20) ($49)—CapEx—Buyouts % Conversion / % Delta 87% 83% 80% 87% 85% 87% (2%) (8%) % Margin / % Delta 32% 29% 30% 32% 31% 33% (2%) (3%) Source: Company filings, Neon Management Plan, FactSet, Wall Street research. Neon estimates as of 3/15/2024, the last day prior to mainstream media reports regarding a possible sale transaction. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. Wall Street Estimates do not break out inclusion versus exclusion of interest revenue from segregated funds, thus a single consensus Revenue and EBITDA was utilized for each year in comparison. (1) Management Plan “Total CapEx” includes acquisition of property & equipment and acquisition of intangible assets but excludes commission buyout outflows for the purposes of a “like-for-like” comparison with Wall Street Consensus Estimates. 8


LOGO

Perspectives on Valuation


LOGO

Impact to Valuation from Process Diligence Market Price Update – Neon Share Price of $21.79 on 3/15/24(1) Mgmt. Forecast Finalized to Account for Latest Long-Range Plan Roll Forward of Capital Structure (PF for Till Acquisition) to 12/31/23 and FDSO to 2/29/24 Revision to SBC and Intangibles Amortization Tax Deductibility / Impact Weighting of Various Comparables Based on a Detailed Review of Information Made Available by the Company (See Next Page) Note: Neon share price data pulled in USD from FactSet using ticker “NVEI-CA”, which represents the TSX share price in CAD converted to USD. (1) Unaffected share price of $21.79 reflects Neon’s closing price on 3/15/2024, the last day prior to mainstream media reports regarding a possible sale transaction. 9


LOGO

Approaches to Trading and Transaction Multiples Trading Multiples Transaction Multiples Differentiate between “business” and “valuation” Focus on businesses with similar financial profile and comparables end-market exposure Focus on businesses with similar financial profile and Considers impact from market cycles end-market exposure 18.0x 18.0x 16.0x 16.0x of (0.5x) 16.0x of (0.5x) 14.0x 14.0x 13.0x 12.5x 12.0x 11.5x 11.0x of of (2.0x) (1.0x) 10.5x 9.5x 9.5x 8.5x of of (1.0x) (1.0x) Unadjusted Adjusted Unadjusted Adjusted Unadjusted Adjusted Unadjusted Adjusted CY2023 CY2024 LTM NTM Note: Trading and transaction multiples reflect Adj. EBITDA multiples. 10


Neon Valuation Summary Price per Share Assumptions Unaffected SP: $21.79(1) Aqua Bid #6: $34.00 Selected Trading Comps: Comparable Companies 9.5x – 12.0x CY23A Adj. EBITDA of $434mm CY2023A EBITDA $20.07 $27.27 8.5x – 11.0x CY24E Adj. EBITDA of $474mm CY2024E EBITDA $19.45 $27.32 Precedent Transactions: Precedent Transactions 14.0x – 18.0x CY23A Adj. EBITDA of $434mm 13.0x – 16.0x CY24E Adj. EBITDA of $474mm Valuation CY2023A EBITDA $32.97 $44.35 CY2024E EBITDA $33.54 $42.87 Discounted Cash Flow (5-Year): Exit LTM EBITDA multiple of 9.5x – 12.0x Discount rate of 13.5% – 15.0% Discounted Cash Flow $33.36 $45.25 LBO: Exit LTM EBITDA multiple of 9.5x – 12.0x LBO $27.35 $39.65 Net Leverage of 5.0x – 5.5x 20 – 25% Target IRR Premiums Paid (Current(1)) $27.23 $32.68 Premiums Paid: Premiums Paid (52W High) $35.02 $48.15 25 – 50% premium to unaffected share price(1) Reference of $21.79 Analyst Price Target(2) $27.00 Med: $30.00 $40.00 (20) – 10% premium to 52W High of $43.77 52 Week Range $13.35 Avg: $26.41 $43.77 Interest Revenue from Segregated Funds: Share Price $0 $20 $40 $60 Approximately $0.28 per share (valued using Prem. (Disc.) to Unaffected Price(1) (100%) (8%) 84% 175% discounted cash flows) Enterprise Value(3) $1,165 $4,157 $7,195 $10,253 Added to trading comps, transaction comps, EV / CY23 EBITDA 2.7x 9.6x 16.6x 23.6x DCF and LBO EV / CY24 EBITDA 2.5x 8.8x 15.2x 21.6x Source: Company information, Neon Management Plan, Wall Street research, FactSet. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. EBITDA figures and EV / EBITDA multiples do not include the impact of interest revenue from segregated funds. Neon share price data pulled in USD from FactSet using ticker “NVEI-CA”, which represents the TSX share price in CAD converted to USD. (1) Unaffected share price of $21.79 reflects Neon’s closing price on 3/15/2024, the last day prior to mainstream media reports regarding a possible sale transaction. (2) Analyst Price Targets based on 18 Wall Street analyst price targets. (3) Net debt consists of $1,275mm of Term Loan, $12mm of Lease Liabilities, $18mm of NCI and pro forma cash of $140mm, reflecting the 12/31/23 cash balance of $170mm less $30mm of cash paid for the acquisition of Till. 11 LOGO


LOGO

Benchmarking Operating and Valuation Metrics CY24E Revenue Growth CY24E EBITDA Margin EV / CY24E EBITDA EV / CY23E EBITDA 1-Yr NTM 1-Yr LTM CY23E CY23E (6) (6) Average Average Neon(1) 11% 35% 37% 9.1x / 9.3x(5) NA 10.1x / 10.2x(5) NA 11% (Mgmt.) Neon(1) 10% 11% 36% 37% 8.9x 9.4x 10.1x 11.7x (Wall Street) Comps 37% 55% 28% 31% 16.7x 15.6x 20.7x 21.2x 25% 26% 48% 46% 33.3x 42.1x 44.6x 58.3x (2) Business 24% 26% 48% 46% 11.6x 12.2x 15.0x 16.6x 9% 10% 54% 53% 12.8x 10.7x 14.3x 11.9x (3) Comps 8% 10% 44% 43% 9.6x 7.7x 10.7x 8.3x 8% 8% 46% 46% 13.4x 11.9x 14.5x 12.9x Valuation 7% 14% 28% 27% 11.1x 10.3x 12.3x 11.8x + 7% 7% 50% 50% 11.2x 10.2x 12.0x 11.1x Business 6% 7% 28% 29% 7.0x 6.4x 7.3x 7.1x (4) 3% 1% 41% 40% 12.1x 10.1x 12.6x 10.1x Overall Median 8% 10% 45% 44% 11.8x 10.5x 13.4x 11.9x Business + Valuation 7% 8% 44% 43% 11.2x 10.2x 12.3x 11.1x Median Source: FactSet, Company filings, Neon Management Plan. Market data as of 3/28/2024, except Neon, Repay and Shift4, whose market data is as of 3/15/2024, 3/11/2023 and 12/13/2023, respectively, the last unaffected days prior to acquisition rumors. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. (1) Revenue and EBITDA figures include the impact of interest revenue from seg. funds. PF revenue growth adjusted for Paya and Till acquisitions. PF cash balance reflects 12/31/2023 cash of $170mm less $30mm of cash paid for the acquisition of Till. (2) Shift4 revenue growth, EBITDA margin and multiples based on CY22, CY23 and CY24 rev. and EBITDA figures PF for full year contribution from Finaro, SpotOn and Focus POS acquisitions; CY23 contribution calc’d by annualizing full-quarter Q4 rev. and EBITDA contribution; CY22 contribution implied using Finaro, SpotOn and Focus POS CY23 growth rates of 15%, 20% and 20%, respectively. (3) EV excludes $186mm TRA disclosed 12/31/2023. Organic growth based on PF rev. disclosed by Repay which had all acquisitions occur on Jan. 1, 2020 and adj. for Blue Cow divestiture. (4) Reflects RemainCo excluding contribution from Worldpay; cash balance includes $12.8bn net cash proceeds from Worldpay transaction per 9/30/23 PF balance sheet in FIS’ 8-K EX-99.2 filed on 2/1/2024. (5) Reflects EBITDA multiples excluding the impact of interest revenue from segregated funds. (6) Reflects the 1-yr avg. of multiples based on Consensus estimates per FactSet from 3/28/2024, except Neon, Repay and Shift4, whose time periods reflects the 1-yr preceding their respective unaffected dates. 12


LOGO

Select Precedent Transactions Select Precedent Transactions Enterprise Value Multiple Announced Enterprise NTM / LTM EBITDA Margin Revenue EBITDA Date Acquiror Target Value Rev. Growth LTM NTM LTM NTM LTM NTM 07/05/2023 GTCR(1) Worldpay $17,500 3% 38% 38% 3.7x 3.6x 9.8x 9.5x Market 06/09/2023 Brookfield Network International Holdings $3,133 13% 42% 42% 6.6x 5.9x 16.0x 13.9x Peak Post 01/09/2023 Nuvei Paya $1,354 11% 26% 27% 4.8x 4.3x 18.3x 16.2x 10/28/2022 Sixth Street / BGH Capital Pushpay $1,034 14% 28% 23% 4.9x 4.3x 17.4x 18.3x 08/01/2022 GPN EVO Payments $4,133 10% 36% 37% 7.8x 7.0x 21.4x 19.2x 04/22/2021 Deluxe First American Payments Systems $960 NA 21% NA 3.3x NA 15.6x NA 11/02/2020 Nexi(2) Nets $9,231 9% 36% 40% 7.4x 6.8x 20.4x 17.3x 10/05/2020 Nexi SIA $6,294 5% 39% 39% 7.8x 7.4x 19.8x 18.8x 02/03/2020 Worldline Ingenico $10,055 5% 21% 21% 3.1x 3.0x 15.0x 14.0x 05/28/2019 Global Payments Total System Services $24,933 6% 34% 35% 6.1x 5.8x 17.8x 16.6x 05/22/2019 Nuvei SafeCharge International $755 10% 27% 28% 5.5x 4.9x 20.3x 17.6x 03/18/2019 FIS Worldpay $42,836 9% 48% 50% 10.9x 10.0x 22.6x 20.0x 01/16/2019 Fiserv First Data $39,464 3% 38% 39% 4.5x 4.4x 12.0x 11.4x 04/12/2018 Paysafe Group Plc iPayment Holding $955 NA NA NA NA NA 8.8x NA 12/18/2017 Total System Services Cayan $1,050 1% 30% 29% 7.0x 6.9x 23.3x 23.9x 09/25/2017 Hellman & Friedman Nets $6,467 4% 36% 37% 5.3x 5.1x 14.8x 13.9x 07/21/2017 CVC / Blackstone Group Paysafe Group $4,057 15% 31% 30% 3.9x 3.4x 12.5x 11.2x 07/04/2017 Vantiv Worldpay Group $11,994 15% 42% 42% 7.8x 6.8x 18.5x 16.0x 05/29/2017 First Data CardConnect $719 18% 23% 24% 4.4x 3.7x 19.0x 15.4x 1st Quartile 5% 27% 28% 4.4x 4.3x 14.9x 13.9x Median 9% 35% 37% 5.4x 5.1x 17.8x 16.2x Mean 9% 33% 34% 5.8x 5.5x 17.0x 16.1x 3rd Quartile 13% 38% 39% 7.3x 6.8x 20.1x 18.3x Post Market Peak Mean 10% 33% 33% 5.0x 4.5x 15.4x 14.5x Source: FactSet, Dealogic, Merger Market, Company filings, Wall Street Research. Note: Statistics include estimates where applicable. (1) GTCR/Worldpay EV excludes contingent consideration; EBITDA inclusive of estimated dis-synergies and previously unallocated corporate & other costs. (2) Multiples based on calendarized “Reported” metrics disclosed by Nexi. 13


LOGO

DCF Analysis (Management Plan) Discounted Cash Flow Analysis(1) ($ in millions) Historicals Management Estimates ‘23-‘28 CY22A CY23A CY24E CY25E CY26E CY27E CY28E CAGR Reported Revenue $843 $1,187 $1,384 $1,593 $1,843 $2,128 $2,461 16% % Growth 16% 41% 10% 15% 16% 15% 16% Adj. EBITDA $351 $434 $474 $584 $717 $877 $1,078 20% % Margin 42% 37% 34% 37% 39% 41% 44% % Growth 11% 24% 9% 23% 23% 22% 23% Less: Tax Amortization of Acquired Intangibles ($84) ($102) ($67) ($67) ($65) ($63) ($52) Less: Depreciation and Other Amortization ($18) ($35) ($42) ($64) ($92) ($128) ($148) EBIT $250 $298 $366 $454 $561 $686 $878 24% Less Taxes (25%) (62) (74) (92) (113) (140) (172) (219) NOPAT $187 $223 $275 $340 $420 $515 $658 24% Plus: Amortization of Acquired Intangibles 67 67 65 63 52 Plus: Depreciation and Other Amortization 42 64 92 128 148 Less: SBC (117) (95) (97) (106) (116) Less: CapEx and Commission Buyouts (83) (121) (141) (163) (188) Less: Change in NWC (25) (33) (39) (45) (49) UFCF (Excl. Interest Revenue from Seg. Funds) $158 $223 $301 $392 $506 Equity Value Build Sensitivity Analysis(2) Implied Enterprise Value Implied Perpetuity Growth Rate @ 10.75x Exit LTM EBITDA Mult. / 14.25% WACC LTM EBITDA Mult LTM EBITDA Mult $ Per Share % 9.5x 10.8x 12.0x 9.5x 10.8x 12.0x 13.50% $6,566 $7,281 $7,996 13.50% 8.2% 8.8% 9.2% PV of UFCF $1,069 $7.10 15% 14.25% $6,370 $7,062 $7,754 14.25% 8.9% 9.5% 10.0% PV of TV 5,950 39.49 84% WACC WACC PV of Interest Rev. 42 0.28 1% 15.00% $6,181 $6,851 $7,521 15.00% 9.6% 10.2% 10.7% EV $7,062 $46.86 100% Implied EV / CY 24E EBITDA Implied Share Price LTM EBITDA Mult LTM EBITDA Mult Net Debt(3) (1,165) (7.73) 9.5x 10.8x 12.0x 9.5x 10.8x 12.0x Equity Value $5,897 $39.13 13.50% 13.8x 15.3x 16.9x 13.50% $35.88 $40.57 $45.25 WACC 14.25% 13.4x 14.9x 16.3x WACC 14.25% $34.60 $39.13 $43.67 Implied EV / CY24E EBITDA 14.9x 15.00% 13.0x 14.4x 15.9x 15.00% $33.36 $37.75 $42.14 Source: Company information; Neon Management Plan. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. Revenue and EBITDA figures on do not include the impact of interest revenue from segregated funds. The equity value build includes the impact of interest revenue on segregated funds. Analysis utilizes fully diluted shares outstanding as of 2/29/2024. (1) Analysis conducted on Management projections; Pro forma growth for Paya and Till acquisitions reflected for CY24E. Excludes interest revenue from segregated funds. (2) The sensitivity analyses include the impact of interest revenue from segregated funds, except for the implied perpetuity growth rate, which does not include the impact of interest revenue from seg. funds. (3) Net debt consists of $1,275mm of Term Loan, $12mm of Lease Liabilities, $18mm of NCI and pro forma cash of $140mm, reflecting the 12/31/23 cash balance of $170mm less $30mm of cash paid for the acquisition of Till. 14 


LOGO
Appendices


LOGO
Overview of Neon’s Management Plan by Revenue Segment Historical Financials and Management Projections (1) CAGR ($USD mm) CY22A CY23A CY24E CY25E CY26E CY27E CY28E ‘23-‘28 Global Commerce $604 $692 $783 $943 $1,137 $1,370 $1,644 19% % Growth 15% 13% 21% 21% 21% 20% B2B, Government & ISV $205 $246 $292 $350 $420 $485 $557 18% % Growth 20% 19% 20% 20% 16% 15% SMB $325 $320 $308 $299 $286 $273 $261 (4%) % Growth (1%) (4%) (3%) (5%) (5%) (5%) Interest Revenue from Seg. Funds $3 $14 $9 $8 $7 $6 % Growth 333% (31%) (17%) (14%) (16%) Pro Forma Revenue (Incl. Interest Revenue from Seg. Funds)(2) $1,134 $1,259 $1,397 $1,602 $1,850 $2,135 $2,467 14% % Growth 11% 11% 15% 15% 15% 16% Pro Forma Revenue (Excl. Interest Revenue from Seg. Funds)(2) $1,134 $1,256 $1,384 $1,593 $1,843 $2,128 $2,461 14% % Growth 11% 10% 15% 16% 15% 16% Global Commerce $604 $693 $783 $943 $1,137 $1,370 $1,644 19% % Growth 15% 13% 21% 21% 21% 20% B2B, Government & ISV $4 $190 $292 $350 $420 $485 $557 24% % Growth 4770% 54% 20% 20% 16% 15% SMB $235 $307 $308 $299 $286 $273 $261 (3%) % Growth 31% 1% (3%) (5%) (5%) (5%) Reported Revenue (Incl. Interest Revenue from Seg. Funds) $843 $1,190 $1,397 $1,602 $1,850 $2,135 $2,467 16% % Growth 16% 41% 17% 15% 15% 15% 16% Reported Revenue (Excl. Interest Revenue from Seg. Funds) $843 $1,187 $1,384 $1,593 $1,843 $2,128 $2,461 16% % Growth 16% 41% 17% 15% 16% 15% 16% Source: Company filings, Neon Management Plan. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. (1) 2023A split contribution by channel already incorporates interest revenue from segregated funds. This interest revenue for projected years is not already incorporated by channel split. (2) Includes contributions from Till (closed January 2024), assumes PF full year contribution from acquisitions as if acquisitions closed as of 1/1/2022. 15


LOGO
Weighted Average Cost of Capital Analysis WACC Analysis Peer Beta Benchmarking(2) Peer Betas (Mean) Company Beta Company Market Cap Levered Beta Unlevered Beta Peer Capital Current Capital Peer Capital Current Capital Structure Structure Structure Structure Neon $3,261 1.87 1.44 Market Risk Premium (Rm-Rf)(1) 7.2% 7.2% 7.2% 7.2% (2) Adyen $52,793 1.39 1.38 Multiply by: Levered Beta 1.42 1.44 1.85 1.87 Unlevered Beta 1.11 1.11 1.44 1.44 Corpay 22,917 1.17 0.95 Adjusted Market Risk Premium 10.2% 10.3% 13.2% 13.4% dLocal 4,372 1.98 1.97 Plus: Risk-free Rate of Return (Rf)(3) 4.5% 4.5% 4.5% 4.5% Fiserv 96,077 0.99 0.83 Cost of equity (Ke) 14.6% 14.7% 17.7% 17.8% FIS 43,207 1.09 0.80 Multiply by: E/(D+E) 72.7% 71.7% 72.7% 71.7% Global Payments 34,845 1.33 0.96 Weighted Cost of Equity 10.6% 10.6% 12.9% 12.8% i3 Verticals 783 1.48 1.05 Cost of debt (Kd)(4) 8.5% 8.5% 8.5% 8.5% Paysafe 1,021 1.89 0.62 Tax Rate(5) 25.0% 25.0% 25.0% 25.0% Repay 1,021 1.43 1.06 After-tax Cost of Debt 6.4% 6.4% 6.4% 6.4% Multiply by D/(D+E), derived from D/E 27.3% 28.3% 27.3% 28.3% Shift4 5,759 1.81 1.45 Debt / Equity 37.6% 39.5% 37.6% 39.5% Peer Mean $26,279 1.46 1.11 Weighted Cost of Debt 1.7% 1.8% 1.7% 1.8% Peer Median 14,338 1.41 1.01 WACC 12.4% 12.4% 14.6% 14.6% Average: 13.5% Sources: Company filings, Kroll, Bloomberg. Market data as of 3/28/2024, except Neon, Repay and Shift4, whose market data is as of 3/15/2024, 3/11/2023 and 12/13/2023, respectively, the last unaffected days prior to acquisition rumors. Note: Peer capital structure based on median of equity value to total capitalization of peers. (1) Market risk premium reflects the arithmetic averages of long-horizon expected equity risk premium (historical) large company stock total returns minus long-term government bond income returns from 1926 to 2023, per Kroll. (2) Unlevered betas derived from raw weekly levered betas per Bloomberg for the 5-year historical period as of 3/28/2024, except Nuvei, Shift4 and Repay. Nuvei beta reflects the historical period of 10/5/2020 (US IPO) to 3/15/2024 (Unaffected Date), Repay beta reflects the historical period of 7/12/2019 (De-SPAC date) to 3/11/2024 (Unaffected Date), and Shift4 beta reflects the historical period of 12/12/2018 to 12/13/2023 (Unaffected Date). Peer levered beta reflects mean unlevered peer beta re-levered at the noted capital structure. (3) Yield on 20-yr U.S. Treasury yield as of 3/28/2024. (4) Illustrative cost of debt of Neon. (5) Reflects Neon’s tax rate of 25% on projected basis. 16


LOGO

DCF Analysis of Interest Revenue from Segregated Funds Discounted Cash Flow Analysis of Interest Revenue from Segregated Funds(1) ($ in millions) Management Estimates ‘24-‘28 CY24E CY25E CY26E CY27E CY28E CAGR Interest Revenue from Seg. Funds $14 $9 $8 $7 $6 (20%) % Growth 333% (31%) (17%) (14%) (16%) Less Taxes (25%) (3) (2) (2) (2) (1) Tax-effected Interest Revenue from Seg. Funds $10 $7 $6 $5 $4 (20%) Equity Value Build Sensitivity Analysis Implied Share Price Impact @ 1.5% Perp Growth Rate / 14.25% WACC Perpetuity Growth Rate 0.0% 1.5% 3.0% 13.50% $0.28 $0.29 $0.31 $ Per Share % WACC 14.25% $0.27 $0.28 $0.30 15.00% $0.26 $0.27 $0.28 PV of Int. Rev. $25 $0.17 59% Terminal Value (PV) as % of Total Value Perpetuity Growth Rate PV of TV 17 $0.11 41% 0.0% 1.5% 3.0% 13.50% 40% 43% 46% C Interest WAC 14.25% 38% 41% 44% Revenue $42 $0.28 100% 15.00% 36% 39% 42% Impact Total PV of Interest Revenue Perpetuity Growth Rate 0.0% 1.5% 3.0% 13.50% $42 $44 $47 WACC 14.25% $40 $42 $45 15.00% $38 $40 $42 Source: Company information; Neon Management Plan. Note: “Management Projections” derived directly from Neon Management Plan provided on 3/29/2024. Analysis utilizes fully diluted shares outstanding as of 2/29/2024. Per share impact based on static 150.43m fully diluted shares outstanding implied at $34.00 per share. (1) Analysis conducted on Management projections. 17


LOGO

Premiums Paid Analysis Based on 600+ technology transactions and 142 technology take-private transactions across the Americas, Europe, UK, Asia and Australia since 2018 Take Private Transactions in Payments Acquisition 1-day Unaffected % to 52-week Deal Ann. Date 52-Week High Unaffected Price Premium Premium High $23.00 10/23/2023 14% 23% 5% 42% 31% NZ$1.34 10/28/2022 13% 30% (30%) $9.50 9/28/2022 65% 65% (14%) $34.00 8/1/2022 24% 24% 0% (1%) 5-yr Median Recent PayTech (11%) Deals 5-yr Median Recent PayTech $11.00 2/15/2022 23% 50% (11%) Deals $57.00 12/17/2021 17% 42% 1% Take Private Transactions All Transactions Premiums vs. Unaffected date Premiums vs. 52 Week High Premiums vs. Unaffected date 16% 55% 3% 51% 45% (4%) 38% 34% 30% 24% (20%) 14% First Quartile Mean Median Third Quartile First Quartile Mean Median Third Quartile First Quartile Mean Median Third Quartile Source: FactSet. Market data as of 3/28/2024. Based on 652 technology transactions and 142 technology take-private transactions across the Americas, Europe, UK, Asia and Australia since 2018. Acquisition premium calculated based on offer price to trading prices one day prior to transaction unaffected date over 5-year period. Excludes all premiums >500. 18


LOGO
Research Analyst Price Targets for Neon Neon Price Targets Post-Q4 FY23 Earnings Broker As Of(1) Rating Price Target Autonomous 3/6/2024 Buy $32.00 Barclays 3/8/2024 Buy $32.00 BMO 3/7/2024 Buy $28.00 BofA 3/6/2024 Buy $29.00 Canaccord Genuity 3/6/2024 Buy $40.00 CIBC 3/6/2024 Buy $34.00 Citi 3/7/2024 Hold $27.00 Goldman Sachs 3/6/2024 Hold $30.00 JP Morgan 3/6/2024 Buy $32.00 Keefe Bruyette and Woods 3/15/2024 Buy $31.00 National Bank 3/6/2024 Buy $30.00 Raymond James 3/6/2024 Buy $30.00 RBC 3/6/2024 Buy $34.00 Scotiabank 3/7/2024 Buy $35.00 Seaport 3/6/2024 Buy $29.00 UBS 3/6/2024 Buy $30.00 Wells Fargo 3/6/2024 Hold $27.00 William Blair(2) 3/17/2024 Buy NA Wolfe Research 3/6/2024 Buy $30.00 Max $40.00 Mean $31.11 Median $30.00 Min $27.00 Price Target Distribution 5 3 2 2 2 1 1 1 1 $27.00 $28.00 $29.00 $30.00 $31.00 $32.00 $34.00 $35.00 $40.00 Source: Wall Street research, FactSet. (1) Represents the earliest date post-Q4 Earnings at which Wall Street Research Analysts either reiterated or revised their respective price targets to current price targets. (2) Firm does not assign price targets. 19


LOGO

Disclaimer The preceding pages contain material that was provided to the Board of Directors (the “Board”) of Neon (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Board and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Moreover, any information provided herein was not prepared for or intended for use by any individual for personal, family or household purposes. Any estimates, historical financial information, projections and other information contained herein have been prepared by management of the Company or were obtained from publicly available sources (approved for Barclays’ use by the Company) or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed that they have been reasonably prepared on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in these materials shall be deemed to constitute a recommendation or investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to the Board, these materials are incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays to the Board (in their capacity as directors and not in any individual capacity and is not for the benefit of any individual, including any individual officer, director, shareholder or any other person). These materials were not prepared for or intended for use by any individual for personal, family or household purposes nor were they prepared to comply with the disclosure standards under state and federal securities laws or any other applicable laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Board, none of the Company, Barclays, their respective affiliates or any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Board. These materials are not intended to provide the sole basis for evaluation of the proposed corporate transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed corporate transaction. Barclays has not made or obtained any evaluations or appraisals of the assets or liabilities of the Company or any other party to any corporate transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained herein do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Barclays’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company, the Board or any individual officer, director, shareholder or any other person. Barclays, its subsidiaries and affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments or in other financial products and instruments. Unless otherwise expressly agreed or provided for in other applicable Barclays disclosures governing such corporate transactions or required by law or regulation, Barclays conducts these activities as principal and executes its principal transactions as an arm’s length counterparty. Barclays does not act as a fiduciary in relation to these corporate transactions. These materials do not constitute investment advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 20