- Banxa shareholders to receive cash payment of C$1.00 per Share, representing a 33% premium to the closing price of the Shares on December 18, 2024, and a 16% and 54% premium, respectively, to the 30-day and 60-day average trading prices of the Shares ending on December 18, 2024
- Special Committee and Board (excluding any interested directors) have unanimously determined that the Transaction is in the best interests of the Company, and the Board (excluding any interested directors) has recommended that shareholders vote in favour of the Transaction
- Shareholders holding approximately 53% of the Shares have agreed to support the Transaction, which includes a "go-shop" period extending until January 31, 2025
- Purchaser group is led by Chairman and Co-Chief Executive Officer, Holger Arians, and Executive Director and Co-Chief Executive Officer, Zafer Qureshi, and is comprised of sophisticated investors with veteran expertise in the cryptocurrency sector
- Following the completion of the Transaction, Banxa will continue its business as an embedded crypto infrastructure provider for businesses desiring to leverage the benefits of blockchain to facilitate the movement of value
TORONTO, Dec. 19, 2024 /CNW/ - Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or the "Company"), the leading infrastructure provider for enabling embedded crypto within payment platforms, today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with 1493819 B.C. Ltd. (the "Purchaser"), a private company existing under the laws of British Columbia, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares in the capital of the Company (the "Shares"), other than those Shares held by shareholders comprised of certain directors and executive officers of the Company as well as other persons (such shareholders, collectively, the "Continuing Shareholders"), for cash consideration of C$1.00 per Share (the "Consideration") (collectively, the "Transaction"). The Consideration represents a 33% premium to the closing price of the Shares on the TSX Venture Exchange (the "TSXV") on December 18, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 16% and 54% premium, respectively, to the 30-day and 60-day average trading prices of the Shares ending on December 18, 2024. As of the date hereof, the Continuing Shareholders, collectively, beneficially own or control an aggregate of 26,407,990 Shares (representing approximately 50% of the issued and outstanding Shares on a non-diluted basis).
V:BNXA 15:41:28 |
| 1.25 | 1,000 | 1 |
| 1.22 | 3,000 | 2 |
| 1.00 | 1,500 | 2 |
| 0.98 | 4,000 | 1 |
| 0.90 | 16,000 | 2 |
| 0.90 | 12,500 | 4 |
| 0.80 | 1,500 | 1 |
| 0.78 | 36,500 | 1 |
| 0.76 | 1,460 | 1 |
| 0.74 | 2,300 | 1 |
| V:BNXA Depth by Price @15:41:28 |
| 4 | 12,500 | 0.90 | | 0.90 | 16,000 | 2 |
| 1 | 1,500 | 0.80 | | 0.98 | 4,000 | 1 |
| 1 | 36,500 | 0.78 | | 1.00 | 1,500 | 2 |
| 1 | 1,460 | 0.76 | | 1.22 | 3,000 | 2 |
| 1 | 2,300 | 0.74 | | 1.25 | 1,000 | 1 |
| V:BNXA Depth by Price @15:41:28 |
| Price | 0.74 | 0.76 | 0.78 | 0.80 | 0.90 | | 0.90 | 0.98 | 1.00 | 1.22 | 1.25 |
| Size | 2,300 | 1,460 | 36,500 | 1,500 | 12,500 | | 16,000 | 4,000 | 1,500 | 3,000 | 1,000 |
| Orders | 1 | 1 | 1 | 1 | 4 | | 2 | 1 | 2 | 2 | 1 |