IOI submitted May 21, 2026 at CHF 32.5–37.5M (CAD 55–65M). Response pending. Based on preliminary diligence only — no CIM, no management meeting yet.
IOI Range
CHF 32.5–37.5M
CAD 55–65M
Entry Multiple
9.7–11.2x
2025E EBITDA (100% cash)
Synergy-Adj Multiple
6–8x
on CHF 4.8M+ adj EBITDA
2025E EBITDA
CHF 3.3M
~42% margin
Background
- Loylogic is a Swiss-HQ loyalty rewards marketplace. Founder Dominic Hofer inbounded to Blair directly in April 2026.
- NDA signed early May 2026. VDR opened May 13. IOIs due May 21 (extended from May 19 at JEM C3's request).
- No CIM provided. No management meeting yet.
- Seller asking 11–12x EBITDA, 100% cash. Our IOI falls just below that range.
Deal Thesis
- Loylogic accelerates CarltonOne's reach in Scale-Growth (Customer Loyalty) M&A vector.
- Assumes customer retention and platform migration to a singular C1 platform.
- Cost synergies of CHF >1.5M projected, improving adj. EBITDA from CHF 3.3M to CHF >4.8M.
- Strategic fit confirmed across all criteria except Swiss HQ.
Key Risks at a Glance
Customer concentration
High
Etihad + Nestlé = 64% of projected FY26 revenue. Retention is binary for deal economics.
Platform migration
High
Speed and confidence of migrating to a single C1 platform is unvalidated.
International ops
Medium
4-country workforce adds integration complexity vs. C1's current structure.
Growth validation
Medium
Revenue flat 2023–2025. Mid-teens projected growth needs pipeline validation.
Company Snapshot
Founded / HQ
2005 · Zurich, Switzerland
Employees
~70 across 4 offices (India 40, UAE 11, Switzerland 6, Latvia 2)
Ownership
78.3% Dominic Hofer; ~22% other (TBC)
Certifications
ISO 27001 · GDPR · PCI DSS · AES-256
Scale
$1B+ rewards · 50M+ members · 190+ countries · 15M+ SKUs
Management Team
Gabi Kool (CEO)
Since 2023. Airline/Etihad background. Key for FDD and Day 1 close.
Marta Wronska (CFO)
Group finance across 6 legal entities. Critical for diligence.
Adam Whatling (CCO)
Ex-Head of Sales at CarltonOne. Key for revenue continuity.
Dominic Hofer (Founder)
Managing sale. Post-close role TBD.
Amit Bendre (COO)
Leads platform. Key for migration planning.
Business Model
Marketplace agent — commissions from both sides of each transaction. Three streams:
- Transactions — ~57%. Commission from merchant and client sides.
- Service fees — ~36%. Monthly recurring. Contracts 5–10 years.
- One-off fees — ~7–8%. Paid at onboarding.
- Clients pre-pay advances. No Loylogic-funded float.
Customer Base & Concentration
Etihad + Nestlé = 64% of projected FY2026 revenue. Single largest risk in the deal.
Verticals: Travel/Aviation (Etihad Guest, Miles & More, Delta, JAL), Financial Services (Amex, Allianz, African Bank), FMCG/Retail (Nestlé, P&G, PMI), Health/Enterprise (AON, Irish Life). Contracts 5–10 years.
Revenue by vertical (2025): Travel 38% · FMCG 29% · Payment 21% · Other/MFDO 7% · Ultimate 4%.
FY21A–FY24A audited actuals. FY25E–FY29E management estimates. Revenue flat 2023–2025. All figures CHF.
P&L Summary (CHF M)
| FY23A | FY24A | FY25E | FY26E | FY27E | FY28E | FY29E | |
|---|---|---|---|---|---|---|---|
| Revenue | 7.4 | 7.9 | 8.3 | 9.5 | 11.1 | 13.1 | 15.5 |
| YoY growth | (10.8%) | 1.4% | 10.7% | 14.8% | 17.1% | 17.8% | 18.4% |
| Gross Profit | 6.3 | 6.4 | 7.3 | 8.3 | 9.7 | 11.5 | 13.6 |
| GM% | 86% | 86% | 88% | 87% | 87% | 88% | 88% |
| EBITDA | 3.3 | 3.1 | 3.3 | 4.0 | 4.8 | 5.8 | 7.0 |
| EBITDA Margin | 45% | 40% | 40% | 42% | 44% | 45% | 45% |
Italicized = management estimate. 1 CHF ≈ 1.75 CAD.
Key Observations
- Revenue flat 2023–2025. Historical CAGR ~1–2%.
- Management projecting 15–18% CAGR through 2029 — step-change vs. history.
- Gross margins 86–88%, on par with C1. EBITDA margins low 40s.
- Pointspay carved out — financials reflect standalone Loylogic.
Synergy Framework (CHF 000)
Salaries & benefits
CHF 776K
Rent & insurance
CHF 164K
Platform costs
CHF 64K
Opex
CHF 37K
Professional fees
CHF 30K
Float interest
CHF 141K
Total: CHF 1.21M (preliminary) vs. CHF >1.5M target
Platform capabilities are seller-described. Technical diligence required to validate AI claims and assess migration complexity.
Architecture Overview
Core model
Single RESTful API across Consumer, Employee, and Channel verticals.
Deployment models
Plug-and-Play (days), Enterprise (weeks), Headless API (flexible).
AI positioning
Described as "AI-first not bolted on" — personalisation, catalogue curation, campaign automation. Self-reported; to be validated.
Scale claimed
200B+ points · 15M+ SKUs · 190+ countries · 150+ currencies.
Compliance & Security
ISO 27001
Certified.
PCI DSS
Payment card compliance.
GDPR
EU data protection.
Data residency
Adaptable to regional requirements.
Platform Module Stack
Marketplace & Catalogue
Global reward supply, AI-driven optimisation, real-time pricing.
Campaigns
Real-time lifecycle orchestration. Points, cashback, custom incentives.
Reward Card
Converts loyalty value to real-world spend via global card network.
Travel Rewards
Global flights, hotels, experiences. Full and partial redemption.
Points Exchange
Interoperability across partner programmes.
Gamification
Raffles, draws, points-based mechanics.
Analytics & Intelligence
Real-time visibility, behavioural insights, forecasting.
Integration & Governance
Single API, enterprise security, multi-market support.
TAM and competitive data sourced from Loylogic investor materials — treat as seller-sourced.
Total TAM (2025E)
$30B+
Loyalty & engagement
Total TAM (2030E)
$50–60B+
~10–12% CAGR
Consumer Loyalty
$12B+
Growing to $20B+ by 2030
Middle East
$3.27B
2025E · +16.3% YoY
Competitive Landscape
Loylogic
Acquisition target
Unified enterprise + API + marketplace
AI-first positioning
20+ years · 190+ countries
CarltonOne
Acquirer
Enterprise platform
Loylogic describes as "legacy"
CCO Whatling is ex-C1
RewardOps
API competitor
API-only infrastructure
No enterprise UX layer
Total FTE (2025)
~63
Plan grows to 90 by 2029
Largest Office
India (40)
Engineering & delivery hub
Avg Mgmt Salary
CHF 212K
Per FTE (C-suite level)
Legal Entities
6
CH, IN, UAE, LV + holding
Organizational Structure
Platform (COO)
Amit Bendre. Product, development, infrastructure, operations. India-heavy.
Commercial (CCO)
Adam Whatling. Sales, marketing, accounts. One-to-Many distribution. Ex-CarltonOne.
Marketplace (CMO)
Dmitry Olerinsky. GMV, margin, pricing, supply, partnerships.
Corporate (CFO)
Marta Wronska. Finance, people, legal across 6 legal entities.
Headcount by Department (2025 FTE)
Tech — Development
11.4
CHF 33K/mo
Marketplace
11.1
CHF 76K/mo
Operations & Projects
7.8
CHF 15K/mo
Corporate
6.0
CHF 31K/mo
MarSales
5.6
CHF 105K/mo
Infrastructure
4.8
CHF 23K/mo
Tech — QA
4.3
CHF 15K/mo
Management
4.0
CHF 212K/mo
Accounts
3.9
CHF 64K/mo
Tech — Products
3.3
CHF 38K/mo
MFDO
1.3
CHF 44K/mo
Etihad and Nestlé together represent ~64% of projected FY2026 revenue. Understanding these relationships is the single most important diligence workstream before LOI.
Estimated FY2026 revenue concentration
Etihad Guest (~38%)
Nestlé/Dolce Gusto (~26%)
All other clients (~36%)
Estimated split based on Travel (38%) and FMCG (29%) vertical revenue mix. Exact client-level breakdown not yet received from seller.
EG
Etihad Guest — Travel / Aviation
Largest client · Longest standing · UAE-based · 8M+ members
Highest retention risk
Relationship History
- One of Loylogic's original clients — relationship predates current management.
- November 2021: three-year extension signed. Likely expired late 2024/early 2025. Current contract status unknown — critical diligence item.
- Etihad's Head of Loyalty publicly endorsed Loylogic at renewal.
- CEO Gabi Kool has direct Etihad background — key relationship asset post-close.
Solutions Deployed
- Pointspay — miles spent at checkout with retailers. Carved out — impact on Etihad relationship needs clarification.
- Reward Card — world's first globally-accepted multi-currency reward card, co-designed with Visa.
- Global redemption platform — 4M+ members across 15 markets. Cash + miles payments, localised curation.
Key Diligence Questions — Etihad
- What is the current contract term and expiry? Has it been renewed since the 2021 extension?
- Does the contract contain a change of control provision requiring Etihad consent?
- How does the Pointspay carve-out affect the Etihad relationship and revenue?
- What % of Etihad's loyalty infrastructure does Loylogic power — what is Etihad's switching cost?
- What is the annual revenue from Etihad specifically?
NG
Nestlé / Nescafé Dolce Gusto — FMCG
Second largest client · PREMIO programme · 12+ markets · 1.4M+ active members
Lower contract risk
Relationship History
- Partnership launched 2018 with PREMIO programme. Now 12+ markets across Europe, Asia, and Latin America.
- February 2024: five-year extension signed — strong visibility through ~2029.
- Shortlisted: International Loyalty Awards 2022, Best Long-Term Loyalty Program.
- Outcomes: doubled indirect consumption, tripled direct consumption since 2018.
Solutions Deployed
- PREMIO loyalty programme — consumers scan capsule codes via Dolce Gusto app, earn points redeemable via Loylogic marketplace.
- Reward Hub / Pointshub — powers earn/redeem mechanics across 12+ markets.
- True omnichannel — connected machines and manual scanning. Global solution with local relevance.
Key Diligence Questions — Nestlé
- Confirm exact terms of the 2024 five-year extension — revenue commitment and change of control provisions.
- How deeply embedded is Loylogic in the Dolce Gusto consumer app — what is the switching cost?
- What is the annual revenue from Nestlé/Dolce Gusto specifically?
- Is PREMIO expanding to new markets — does this create incremental revenue upside under C1 ownership?
- Does Nestlé have broader Loylogic relationships beyond Dolce Gusto?
Comparative Risk Assessment
Etihad contract
Higher risk
2021 three-year extension likely expired. Current status unknown. Must confirm before LOI.
Nestlé contract
Lower risk
Five-year extension Feb 2024 — visibility through ~2029. Change of control terms still need review.
Etihad switching cost
High for Etihad
Reward Card co-designed with Visa, global redemption platform embedded across 15 markets.
Nestlé switching cost
High for Nestlé
PREMIO embedded in consumer app across 12+ markets. 6-year track record.
Pointspay carve-out
Unclear
Pointspay was a key part of Etihad's solution. Impact on relationship is an open critical question.
Strategic Alignment
M&A Vector
Scale-Growth + Scale-Geo. Directly accelerates CarltonOne's presence in Customer Loyalty.
TAM
Consumer Loyalty $12B+ growing to $20B+ by 2030. Loylogic has 20+ year operating history.
Platform fit
Modular API potentially complementary to C1. Migration path is the key open question.
Key exception
Swiss HQ. Adds regulatory, tax, and integration complexity.
What Has to Be True
- C1 can retain Etihad and Nestlé (64% of FY26 revenue). Binary for deal economics.
- The acquisition genuinely accelerates C1's reach vs. organic build or alternative targets.
- Clear path to singular platform migration within a reasonable post-close timeframe.
- Cost synergies of CHF >1.5M achievable within 12 months. Current estimate CHF 1.2M.
- International operations (4-country, 6-entity) manageable without disproportionate overhead.
Risk Assessment
Customer concentration
High
Etihad + Nestlé = 64% FY26 revenue. Direct client conversations required before LOI.
Platform migration
High
Singular C1 platform is core synergy thesis. Complexity unknown.
Revenue growth
High
Revenue flat 2023–2025. 15–18% CAGR projected but not validated.
International integration
Medium
4-country, 70+ employees. Legal, HR, operational complexity.
Management retention
Medium
CEO and CCO key for client continuity. Retention structures TBD.
Swiss HQ / regulatory
Medium
Cross-border acquisition. 6-entity structure requires legal review.
Diligence Priorities
- Customer retention — direct conversations with Etihad and Nestlé before LOI
- Pipeline data — validate 15–18% growth projections vs. actual pipeline
- Platform technical DD — migration complexity to singular C1 platform
- Synergy refinement — CHF 1.2M vs. CHF >1.5M target
- Management retention — comp, equity, post-close roles
- Legal & regulatory — Swiss cross-border, contract assignability
Immediate Next Steps
1
Await IOI response — Jamie reaching out to seller's advisors.
2
If accepted — move into confirmatory diligence: management meeting, customer interviews, platform review.
3
Diligence focus — customer retention, cost synergies, platform migration, international ops.
4
Expand C1 team — engage Kevin, Sam and C1 tech team on platform migration planning.
5
Update GS & M&A subcommittee — keep Goldman and governance updated.
6
LOI preparation — if diligence validates thesis, submit LOI seeking exclusivity.
Outstanding Decisions
- Asset vs. share purchase — Swiss cross-border tax implications
- Financing — existing facility vs. new debt vs. GS equity top-up
- Deferred consideration / earnout — seller indicated 0–20% deferred acceptable
- PMI leadership for European operations
- Founder transition — Dominic Hofer post-close role and rollover
Process Status
IOI submitted
May 21, 2026 ✓
IOI response
Pending
Mgmt meeting
Not yet scheduled
LOI target
Post confirmatory diligence