Toronto, Ontario--(Newsfile Corp. - February 4, 2025) - Banxa Holdings Inc. (TSXV: BNXA) (OTC Pink: BNXAF) (FSE: AC00) ("Banxa" or the "Company") today announced that it has received a proposal from Exodus Movement, Inc. ("Exodus") for the acquisition of all of the issued and outstanding common shares of Banxa (each, a "Share") by way of plan of arrangement (the "New Offer"). The board of directors of Banxa (the "Board"), after consultation with the Company's financial and legal advisors, and after consideration of a recommendation from the Special Committee of the Board, has unanimously determined that the New Offer constitutes a "Superior Proposal" under the terms of the arrangement agreement between the Company and 1493819 B.C. Ltd. (the "Purchaser"), dated December 19, 2024, as amended (the "Arrangement Agreement"). The New Offer was one of two proposals received by the Company during the "go-shop" period provided for in the Arrangement Agreement that ended on January 31, 2025.
Pursuant to the terms of the New Offer, Exodus has offered to acquire all of the issued and outstanding Shares for consideration ("New Offer Consideration") per Share comprised of (i) CDN$1.10 in cash; and (ii) 0.0079 of an Exodus class A common share (each whole class A common share, an "Exodus Share"). Based on the closing price of the Exodus Shares on NYSE American on February 3, 2025 of US$59.59 and the U.S./Canada daily exchange rate on February 3, 2025 of US$1.00/CDN$1.4603, the value of the share consideration to be paid to Banxa shareholders is US$0.47 or approximately CDN$0.69 per Share, bringing the total consideration to be received by Banxa shareholders to approximately CDN$1.79 per Share. The New Offer Consideration represents a premium of CDN$0.79 per Share to the CDN$1.00 cash consideration offered to Banxa shareholders pursuant to the Arrangement Agreement.
In accordance with the Arrangement Agreement, the Company notified the Purchaser that it considers the New Offer to be a Superior Proposal. The Purchaser has the right, until 5:00 p.m. (Vancouver time) on February 10, 2025, to propose to amend the terms of the Arrangement Agreement in order to make the New Offer no longer a Superior Proposal.
At this time, there can be no assurance that the New Offer will lead to a termination of the Arrangement Agreement and the execution of a definitive arrangement agreement with Exodus in respect of the New Offer, or that the proposed transaction contemplated by the New Offer will be consummated.
The Board has not changed its recommendation regarding the arrangement with the Purchaser (the "Arrangement") and continues to recommend the offer made by the Purchaser pursuant to the Arrangement Agreement. The special meeting of Banxa securityholders to consider such Arrangement is scheduled to be held at 10:00 am (Vancouver time) on February 25, 2025.
Amendment to Arrangement Agreement
The Company and the Purchaser entered into an amending agreement dated January 30, 2025 to amend certain terms of the Arrangement Agreement (the "Amending Agreement"). Pursuant to the Amending Agreement, the date by which the shareholder meeting to approve the Arrangement is required to be held was changed from 10:00 am (Vancouver time) on February 12, 2025 to 10:00 am (Vancouver time) on February 25, 2025. In addition, the period during which the Purchaser has the right to match Superior Proposals was changed from 5 business days to 6 business days.
Voting Support Agreement - Waiver
The Purchaser has waived certain provisions of the voting support agreements dated December 19, 2024 entered into among the Purchaser and Banxa shareholders holding an aggregate of 18,409,449 Shares or approximately 40.38% of the issued and outstanding Shares. The waiver allows such supporting shareholders to vote their Shares in favour of a transaction other than the proposed transaction with the Purchaser in the event the Arrangement Agreement is terminated in accordance with its terms.
About Banxa Holdings Inc.
Banxa is the leading infrastructure provider for enabling embedded crypto - empowering businesses to embed crypto seamlessly into their existing platforms and unlocking new opportunities in the rapidly evolving crypto economy. Through an extensive and growing network of global and local payment solutions and regulatory licenses, Banxa helps businesses provide seamless integration of crypto and fiat for global audiences with lower fees and higher conversion rates. Headquartered in the USA, Europe, and Asia-Pacific, the Banxa team is building for a world where global commerce is run on digital assets. For further information visit www.banxa.com.
For further information, please contact:
Banxa Holdings Inc.
E: investors@banxa.com
T: +1-888-332-2692
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
Statements including forward-looking information may include, without limitation, statements regarding the New Offer, the expected impacts on the Arrangement, the potential that the Purchaser will submit revised terms during the matching period, the potential that other third-parties may make or revise their Acquisition Proposal, the timing of the Meeting and other steps to be completed in connection with the Arrangement, and other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others: (i) the possible actions by or on behalf of the Purchaser; (ii) the potential of the New Offer being withdrawn; (iii) risks relating to the Company's ability to retain and attract key personnel during the interim period; (iv) the possibility of litigation relating to the Arrangement; (v) the potential of a third party submitting an Acquisition Proposal which leads to a Superior Proposal; (v) risks related to diverting management's attention from the Company's ongoing business operations; and (vi) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE: Banxa Holdings Inc.
