Arcario enters into Share Purchase Agreement for shares in Finpeers SA
ARCARIO ENTERS INTO SHARE PURCHASE AGREEMENT FOR SHARES IN FINPEERS SA
Arcario AB ("Arcario") has today entered into a Share Purchase Agreement with the Swiss fintech company Finpeers SA ("Finpeers") and the majority shareholder of Finpeers (the "Seller"), according to which Arcario shall acquire existing shares in Finpeers corresponding to approximately three (3) percent of the total number of shares in Finpeers from the Seller (the "Transaction"). The purchase price for the existing shares in the Transaction amounts to CHF 72,000, corresponding to a purchase price of approximately SEK 850,000, and will be set-off against newly issued shares in Arcario (the "Consideration Shares"). Closing of the Transaction and issuance of the Consideration Shares is subject to a satisfactory due diligence review of Finpeers by Arcario, which is expected to be completed during July 2023. The agreement also includes an option for Arcario to subscribe for an additional three (3) percent of the total number of shares in Finpeers within three (3) years, under the condition that Finpeers has completed a new issue of shares during this period.
Michael Jackson, Chairman of Arcario, commented, "In my years observing the financial ecosystem's rapid evolution, it's become clear that the tokenization of traditional assets holds transformative potential. This strategic investment in Finpeers is more than just another alliance; it's a step forward in the web3 adoption narrative that we are passionate about. With this partnership, we are not only enriching our portfolio but also deepening our commitment to innovation and inclusivity within the financial sector."
"We're thrilled to welcome Arcario as a strategic partner," said Sander Andersen, Founder and CEO of Finpeers. "Arcario's deep-rooted expertise and strong network in the digital asset industry will fortify our mission to offer unparalleled, innovative tokenization investment opportunities. We are eager to leverage Arcario's insights to enhance our capabilities and propel our growth."
About Finpeers
Finpeers is a Swiss-based fintech company operating within the private wealth industry, utilizing tokenization to democratize access to the private financial market. Located in Lugano and led by founder Sander Andersen, Finpeers aims to reduce traditional barriers in the private equity sector, catering to a range of clients including family offices, trusts, and private banks. By leveraging blockchain technology, the company has established a digital investment platform designed to foster efficient and collaborative investments, operating under Switzerland's progressive regulatory environment for blockchain services.
The Transaction
Arcario has today entered into a share purchase agreement regarding the acquisition of 36,000 existing shares in Finpeers corresponding to approximately three (3) percent of the total number of shares in Finpeers. The purchase price for the existing shares amounts to CHF 72,000, corresponding to a purchase price of approximately SEK 850,000, and will be set-off against the Consideration Shares at closing of the Transaction. In addition to this, Finpeers has granted Arcario a right, but no obligation, to subscribe for newly issued shares in Finpeers ("Additional Shares") on one or several occasions, within a period of three (3) years after closing of the Transaction, under the condition that Finpeers has completed a new issue of shares during this period. In total, the Additional Shares shall represent a maximum of three (3) percent of the total number of shares in Finpeers. The Additional Shares shall be issued at a subscription price corresponding to the subscription price per share in the last completed new share issue in Finpeers or the market value of the shares in Finpeers, with a reduction of twenty (20) percent.
Closing of the Transaction and issuance of the Consideration Shares is subject to a satisfactory due diligence review of Finpeers by Arcario, which is expected to be completed during July 2023.
The Seller has a right to postpone closing of the Transaction until a holding company through which the shares will be transferred has been founded, but no longer than three (3) months from today. At closing of the Transaction, the Board of Directors of Arcario shall, by virtue of the authorization from the Annual General Meeting held 9 June 2023, resolve to issue the Consideration Shares, which will be set-off against the purchase price for the Transaction. The number of Consideration Shares to be issued as consideration for the Transaction shall be calculated by dividing (i) the purchase price for the Transaction in SEK, based on the most recent exchange rate before the closing date, by (ii) the volume-weighted average price of Arcario's share listed on Nasdaq First North Growth Market during a period of sixty (60) trading days prior to the closing date, rounded down to the nearest whole share.
The Seller has accepted a lock-up for the Consideration Shares for a period of twelve (12) months from the closing date of the Transaction for all Consideration Shares, and a period of twenty-four (24) months from the closing date of the Transaction for fifty (50) percent of the Consideration Shares, subject to customary exemptions in Sweden.
###
The information disclosed in this press release is information that Arcario AB to is obliged to publish pursuant to the EU Market Abuse Regulation (MAR). This information was submitted for publication at 16 June 2023 08:30 CEST through the agency of the CEO.
For further information contact:
Torbjørn Bull Jenssen, CEO, Arcario AB
E-mail: [email protected]
Web: ir.arcario.com
The following documents can be retrieved from beQuoted
Arcario-enters-into-Share-Purchase-Agreement-for-shares-in-F.pdf
About Arcario
Arcario is a Scandinavian trailblazer in the digital asset space, committed to shaping the future of finance as we know it. The company boasts a diversified portfolio that includes full ownership of K33, a research-led digital assets brokerage serving EMEA clients, Green Data, an eco-friendly Bitcoin mining operation in northern Norway, and minority stakes in both Puremarkets Ltd, a digital currency interbank OTC market, and LN Markets, a Bitcoin exchange leveraging the Lightning Network. The Company is listed on Nasdaq First North Growth Market and Mangold Fondkommission is Certified Adviser, tel. +46 8 5030 1550, e-mail: [email protected], web: www.mangold.se.
