TPG Inc. offered to acquire Nexi’s Digital Banking Solutions unit for roughly €1 billion (about $1.15 billion) on December 18 2025, but Nexi’s board declined the proposal. The decision was confirmed in a statement issued the same day, citing a strategic assessment that the unit’s value and national‑interest considerations outweighed the financial upside of the offer.
Nexi’s rejection was driven in large part by opposition from its second‑largest shareholder, Italy’s state‑owned Cassa Depositi e Prestiti (CDP). CDP argued that the digital banking unit—providing core open‑banking, corporate‑banking, and inter‑bank clearing technology—was a critical piece of Italy’s financial infrastructure. The board’s resolution reflected a broader EU emphasis on digital sovereignty and the protection of essential financial services from foreign ownership.
The unit had previously attracted interest from other buyers. Earlier this year, Nexi explored a sale to infrastructure fund F2i and had received a preliminary bid from TPG of about €800 million. The €1 billion offer represented a significant premium over those earlier talks, but the board judged that retaining the unit aligned better with long‑term strategic goals and national‑interest concerns.
Financially, the Digital Banking Solutions unit generated core earnings of €155 million for Nexi in 2025. In the first quarter of the year, the segment reported revenues of €86.9 million, a modest 0.7% year‑over‑year increase, underscoring its steady contribution to Nexi’s overall profitability. The unit’s earnings stability reinforced the board’s view that the asset’s intrinsic value justified keeping it in the company’s portfolio.
TPG has been expanding its European presence through investments in real‑estate and software platforms. Acquiring Nexi’s digital banking unit would have marked a substantial entry into the European payments market, providing TPG with a platform for open‑banking services and inter‑bank clearing. The rejection therefore represents a missed opportunity for TPG to deepen its footprint in a key region, while preserving a valuable asset for Nexi.
Nexi’s statement highlighted that the board had “carefully considered the offer and concluded that proceeding with the transaction would not serve the company’s long‑term interests.” The statement also noted that the board had reserved the right to reassess the proposal under different circumstances, indicating that the decision was not a final dismissal of all future negotiations.
The rejection underscores the importance of national‑interest considerations in cross‑border M&A involving critical financial infrastructure. It also signals to other potential buyers that strategic alignment and shareholder support are essential when evaluating offers for technology‑heavy units in regulated markets.
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