Forum Topics XRO XRO ASX Announcements

Pinned straw:

Added 5 months ago

WELLINGTON, 25 June 2025 — Xero Limited (ASX: XRO) (Xero) today announced it has entered into a binding agreement to acquire 100% of Melio Limited and its associated entities (collectively Melio).


Melio is a leading US SMB bill pay platform that seamlessly integrates Accounting and Payments, offering US SMBs and their advisors easy-to-use accounts payable (A/P) workflows and a wide choice of payment methods.

Acquiring Melio delivers a step change in Xero’s US value proposition and scale, accelerating its 3x3 strategy and global high growth aspirations.

This acquisition solves a critical customer need, uniting Accounting and Payments in one platform for customers.

It’s a powerful strategic fit, aligning with Xero’s 3x3 strategy and it brings Melio's world-class team and platform to Xero.

This will drive compelling value creation for the US business and the group globally.

The upfront consideration will be US$2.5 billion (A$3.9 billion) 1 in cash and Xero scrip.

Additional contingent consideration, deferrals and rollovers is payable to Melio employees of up to US$0.5 billion payable over three years.

The majority is linked to delivering against certain pre-agreed outperformance targets, and the remainder subject to the passage of time, annual business objectives and continued employment

jcmleng
Added 5 months ago

Had a closer look at the announcement, focusing on the rationale and fit of the acquisition rather than the financials.

OVERALL

I like the acquisition for the very decisive plugging of the US Payables capability gap, literally with a sweep of a pen. This provides a more robust and expanded Payables-inclusive platform and a whole lot of new SMB’s, from which to grow the US. Technical integration feels low risk but organisational integration could be more challenging as the combined XRO-Melio US business will be run by Melio execs who have PayPal payment-centric experience, not accounting system experience.

Sukhinder has rolled the dice and I think she has earned the right to roll the dice with her track record thus far.

If XRO cannot sustainably grow the US by 2028 post this acquisition, then XRO growth will stall, and the investment thesis and high multiples would be busted. If US growth does take off, this will be a stroke of genius .... stating the blatantly obvious I suppose!

MELIO PLUGS XRO’S PAYABLES GAP

US banking system is highly fragmented with a hell of a lot of small banks. Digital payments system and payments mechanism is painful and efficient - I have experienced this, first hand, with US bank accounts/credit cards

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  • Payments is one of the key Jobs To Be Done gap that XRO has identified to be a gap in their Feb 2024 Investor Day presentation as part of their “Win 3 x 3” portion of the XRO FY25-27 Strategy
  • From a system functionality standpoint, payments is payments - it is the back-end feeds that make the difference, I feel
  • US Bank Feed growth has been a focus - this slide shows the growth of US bank feeds - 20 in Feb 2023, 600+ in Feb 2024

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There would undoubtedly be progress in adding US bank feeds from the 600+ Feb 2024 base in the past 15 months, but the Melio acquisition will be a hugely material jump in bank feeds to ~3,500 via Melio’s fiserv integration - that is a significant acceleration and an absolute leap in payments capability I think 

~18m SMB’s will come immediately into the combined Melio-XRO ecosystem.

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Melio is also plugged into Quickbooks - opens up cannibalisation opportunities ie, focus R&D on the XRO-Melio integration at the expense of Melio-QB, while actively encouraging Melio customers on QB to migrate to XRO perhaps?

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Prior to this, I was actually struggling to see how XRO could make decisive inroads into the US with a BAU approach, focused as it was. This lead me to question how XRO’s growth can be sustained going forward, given that Sukhinder has decisively dealt with cost blowouts and the balance between growth and profitability. I started to trim a little of my XRO holdings as a result, in favour of the likes of CAT, WTC (especially post the e2Open acquisition) where the growth path forward was clear and rather decisive.

Thus, from a pure solution/capability perspective, this Melio acquisition makes very good sense to me and I can clearly see how this can deliver a step-change in the US proposition & scale. So, big tick for me on this front.

INTEGRATION RISK

Given that Melio already has existing pipes into XRO, I can’t imagine the integration to be technically challenging, it challenging at all - it should already work and technical work will likely be focused on ensuring the integration is as seamless as frictionless as can be across 2 separate platforms. Technical integration risk thus feels low.

What would be interesting to monitor is organisational integration given that Melio’s CEO Matan Bar, will now run XRO’s US Business - Matan and the Melio President Tomer both have PayPal Payments experience vs having accounting system experience, so selling scope will expand over and above basic organisation cultural integration - this feels like a medium risk

MANAGEMENT INCENTIVES

Both Sukhinder and Melio management have share-based incentives to make this work, so there is good skin in the game. Tick

VALUATION

Am nervous about the price tag at 13.4x annualised revenue but the payback in terms of US subscriber and ARPU growth will be huge, if the trajectory goes as XRO envisages. Have to get used to these sort of big deals as XRO is no longer the small cap company it was from years ago ... 

Not excited with the capital raise dilution but issuing script makes sense to ensure ongoing skin in the game for Melio management.

Not excited at the SPP, given that I was in trimming rather than accumulation mode - am unlikely to participate.

15

Solvetheriddle
Added 5 months ago

@jcmleng can't argue with a lot of what you said, a relatively bullish take. i am not a shareholder, but listened to the call. An acquisition or something was to be expected as the aim is to make XRO a broader platform that is as relevant as it was before--everyone wants this, similar to attempts by INTU, which has gone down a different path, with variable results.

IMO the easy part is done, cut costs, scrap the old approach to creating a platform, price hikes, to get profitability and SP higher, and that has worked, now the real action starts.

Is Melio the answer? We will not know for a while, but with the XRO SP where it is, there is a weapon to use. The deal is large but not breathtakingly so, given XRO's market cap. 13% deal. also, i note that Melio management has largely cashed out, although im not sure what shareholding they had, but about 14% scrip/86% cash mix. the lack of dilution is surprised me, and XRO are using their SP well.

the guidance is odd, 2X revenues by 2028, and breakeven (Melio is loss-making) and back to rule of 40 by 2028. all these don't make a lot of sense to me, they look underdone, i had XRO revenues almost there without the Melio growth, so it was a bit odd, they should do a lot better, are they being conservative or Melio will take a long time to get to b/e. idk

i think the target of SMB market is reasonable as INTU is a fierce competitor, and a frontal assault may be unwise. Melio looks to be the main driver in the US and is a lot bigger than the XRO biz, so outsourcing the main thrust, backing Melio management here. interesting but not silly

In conclusion, using an expensive share price for growth isn't a bad move, expensive for expensive, the strategy execution is what matters now.

25

jcmleng
Added 5 months ago

@Solvetheriddle , won't say my view is a bullish one, more like a "Its not stupid and does makes sense, BUT ..." view! But agree with your thoughts.

This is a Livewire Markets piece which describes the "OK, but ..." feeling.

Listened to the Webcast last night and there is clearly more to the deal which I don't quite understand and needs a deeper look::

  • fiserv - which is the integration to the banks and it feels like the fixerv payments platform uses Melio as a white label A/P solution via a "syndication agreement (I don't understand what this all means!)
  • Melio has invested big and completed the integration to fiserv to ensure connectivity to the banks. There is then mention of the fiserv Cash Central solution replacing the old "BILL" solution and customers of banks who are on the BILL solution will eventually migrate over to fiserv. But this pipe to fiserv is valuable as this provides access to the ~18m SMB's that use fiserv for payments
  • Melio has a ~80,000 user base - not big, but very attractive to XRO as they may not have any accounting-related capability
  • Melio has 2 customer bases - (1) Monthly Subscription paying customers - these are customers who want the efficiencies of a Payments system and who may or may not do payment trasactions as well and (2) pure Payment customers who do not pay a monthly subscription fee, but instead pay a transaction fee for each payments made. A new customer can pay either a monthly subscription or payment transaction fees, or both
  • Melio will bring pure payment transactions revenue into XRO's revenue base
  • Profile of Melio customer is very much aligned to that of XRO in terms of company and employee size
  • Melio capabilities are also very much suited to large businesses - this will provide opportunities for XRO to open up the medium sized business market
  • Not sure if I understood correctly, but Intuit has also exited the BILL solution to build their own payments capability
  • Given the deal will take 6M to close, then a few more months to integrate, the financial impact will only be felt in FY26 onwards


The merger is thus not a straightforward Melio-into-XRO, but rather the integration of 2 quite separate platforms, each with their own ecosystems, but which XRO can absolutely leverage on to grow the US market.

17

Solvetheriddle
Added 5 months ago

@jcmleng yes i think looking at it as two businesses is best. Melio appears to be a a/payable specialist. Being white label for Fiserv means that the Melio product is good but Fiserv dont want them taking control of the customer relationship. so it's a profit stream for Melio, not sure if it develops into anything else? Melio is much bigger than XRO US, so it looks like it could be an accounts payable or payments solution offering with an accounting piggyback. That's ok.

If I was an XRO s/h, i would be looking for the Melio ebitda losses to reduce quickly, and some progress on cross-sell at some point so + revenue impact on the XRO biz. The payments market is ferociously competitive so you have to watch closely. usually, initial progress or not, can be extrapolated, so early positive signs are important. i think the real game starts now for XRO in the US.

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