Exodus Movement, Inc. Announces Offer to Acquire Banxa Holdings Inc.

Rhea-AI Summary

Exodus Movement (NYSE: EXOD) has submitted a proposal to acquire all outstanding shares of Banxa Holdings, a financial technology platform specializing in digital asset on-and-off ramp solutions. The offer consists of CDN$1.10 in cash and 0.0079 Exodus shares per Banxa share, valuing the total consideration at approximately CDN$1.79 per Banxa share.

Banxa's Board of Directors has unanimously determined that Exodus's offer constitutes a 'Superior Proposal' compared to its existing arrangement with 1493819 B.C. The latter now has until February 10, 2025, to propose amendments to match or exceed Exodus's offer. Based on Exodus's February 3, 2025 closing price of US$59.59, the share consideration portion is valued at US$0.47 or CDN$0.69 per Banxa share.

Positive

• Unanimous approval from Banxa's Board of Directors as 'Superior Proposal'
• Strategic acquisition to expand Exodus's capabilities in digital asset on/off ramp solutions
• Premium offer price combining cash and stock components

Negative

• Transaction not guaranteed as competing bidder has right to match offer
• Potential share dilution for existing Exodus shareholders
• Significant cash component required for acquisition

Insights

M&A Financial Analyst

The proposed acquisition of Banxa Holdings by Exodus Movement represents a significant strategic development in the cryptocurrency infrastructure sector. The CDN$1.79 per share offer, structured as CDN$1.10 cash plus 0.0079 Exodus shares, has been deemed a "Superior Proposal" by Banxa's board, potentially disrupting an existing arrangement with 1493819 B.C.

This transaction's strategic rationale is compelling. Banxa's fiat-to-crypto on/off-ramp infrastructure would complement Exodus's self-custodial platform, creating a more seamless user experience and reducing dependency on third-party service providers. The vertical integration could significantly enhance Exodus's competitive position against major players like Coinbase and Binance.

Several key aspects warrant attention:

• The mixed consideration structure (cash + stock) suggests Exodus's confidence in post-merger value creation while maintaining financial flexibility
• The timing aligns with broader industry consolidation trends as crypto infrastructure providers seek scale and efficiency
• Regulatory considerations, particularly in multiple jurisdictions, could impact deal completion
• The superior proposal trigger gives 1493819 B.C. until February 10 to counter, potentially leading to a bidding war

The deal faces execution risks, including regulatory approvals and shareholder votes. However, the strategic merit of combining Exodus's custody solutions with Banxa's fiat gateway services could create a more robust, integrated cryptocurrency platform better positioned to capture market share in the evolving digital asset landscape.

OMAHA, Neb., Feb. 04, 2025 (GLOBE NEWSWIRE) -- Exodus Movement, Inc. (NYSE American: EXOD) ("Exodus"), a leading self-custodial cryptocurrency platform, today announced that it has submitted a proposal (the “Exodus Offer”) for the acquisition of all of the issued and outstanding common shares of Banxa Holdings Inc. (TSXV: BNXA) ("Banxa"), a globally recognized financial technology platform specializing in digital asset on-and-off ramp solutions. Banxa today announced that its Board of Directors, after consultation with its financial and legal advisors, and after consideration of a recommendation from its Special Committee of the Board of Directors, has unanimously determined that the Exodus Offer constitutes a “Superior Proposal” under the terms of the arrangement agreement between Banxa and 1493819 B.C. Ltd. (“1493819”). Banxa also announced that it provided notice of such determination to 1493819 and that, under its arrangement agreement with 1493819, 1493819 now 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 Exodus Offer no longer a Superior Proposal.

Pursuant to the terms of the Exodus Offer, Exodus has offered to acquire all of the issued and outstanding common shares of Banxa (“Banxa Shares”) for consideration per Banxa Share comprised of (i) CDN$1.10 in cash; and (ii) 0.0079 of class A common stock of Exodus (“Exodus Shares”). 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 Banxa Share, bringing the total consideration to be received by Banxa shareholders to approximately CDN$1.79 per Banxa Share.

At this time, there can be no assurance that the Exodus Offer will lead to a termination of the arrangement agreement between Banxa and 1493819 and the execution of a definitive arrangement agreement between Banxa and Exodus in respect of the Exodus Offer, or that the proposed transaction contemplated by the Exodus Offer will be consummated.

About Exodus

Exodus is a financial technology leader empowering individuals and businesses with secure, user-friendly crypto software solutions. Since 2015, Exodus has made digital assets accessible to everyone through its multi-asset crypto wallets prioritizing design and ease of use.

With self-custodial wallets, Exodus puts customers in full control of their funds, enabling them to swap, buy, and sell crypto. Its business solutions include Passkeys Wallet and XO Swap, industry-leading tools for embedded crypto wallets and swap aggregation.

Exodus is committed to driving the future of accessible and secure finance. Learn more at exodus.com or follow us on X at x.com/exodus_io.

Investor Contact
investors@exodus.com

Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined by the federal securities laws. All forward-looking statements are based upon our current expectations and various assumptions and apply only as of the date made. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs and projections will be achieved. Forward-looking statements are generally identified by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “forecast,” as well as variations of such words or similar expressions. Forward-looking statements in this document include, but are not limited to, statements regarding the Exodus Offer, including the consideration to be issued pursuant to the Exodus Offer, the possibility that 1493819 submits a revised offer during the matching period, the possibility that Banxa and 1493819 amend the terms of their arrangement agreement that results in the Exodus Offer no longer being a Superior Proposal and the ability of Exodus and Banxa to consummate the transaction on the terms and in the manner contemplated by the Exodus Offer. Such forward-looking statements involve a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Such factors include the possible actions by or on behalf of 1493819; the possibility that Exodus withdraws the Exodus Offer; or the possibility of a third party submitting a proposal or a revised proposal which leads to a new Superior Proposal, as well as those set forth in “Item 1. Business” and “Item 1A. Risk Factors” of Amendment No. 6 to our Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2024, as well as in our other reports filed with the SEC from time to time. All forward-looking statements are expressly qualified in their entirety by such cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Except as required by law, we undertake no obligation to update or revise any forward-looking statements that have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

No Offer or Solicitation

The Exodus Offer contemplates that the Exodus Shares will be issued in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), pursuant to Section 3(a)(10) of the U.S. Securities Act. Consequently, the Exodus Shares will not be registered under the U.S. Securities Act or under any U.S. state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy Exodus Shares or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Source: Exodus Movement, Inc.

FAQ

What is the total value per share offered by Exodus (EXOD) for Banxa acquisition?

Exodus offered approximately CDN$1.79 per Banxa share, consisting of CDN$1.10 in cash and 0.0079 Exodus shares (valued at approximately CDN$0.69).

When does the competing bidder's matching right expire for the Exodus-Banxa deal?

1493819 B.C. has until 5:00 p.m. (Vancouver time) on February 10, 2025, to propose amendments to match or exceed Exodus's offer.

What is the stock component of Exodus's (EXOD) offer for Banxa shares?

The stock component consists of 0.0079 Exodus shares per Banxa share, valued at US$0.47 or approximately CDN$0.69 based on February 3, 2025 closing price.

How did Banxa's Board respond to Exodus's (EXOD) acquisition offer?

Banxa's Board of Directors unanimously determined that Exodus's offer constitutes a 'Superior Proposal' after consultation with financial and legal advisors.