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Vancouver-based WonderFi to Acquire Bitbuy, Canada's First Approved Crypto Marketplace, for $206 Million
Wednesday, January 5, 2022Company Profile | Follow Company
Vancouver, BC, January 5, 2022--(T-Net)--WonderFi Technologies Inc. (NEO: WNDR; OTC: WONDF) today announced that it has entered into a definitive agreement to acquire First Ledger Corp., the parent company of Bitbuy Technologies Inc., a leading cryptocurrency platform and the first approved crypto marketplace in Canada.
The acquisition and integration will establish WonderFi as a leading end-to-end consumer platform for people seeking access to crypto and decentralized finance ("DeFi").
Ben Samaroo, Chief Executive Officer & Director, WonderFi
"The integration of WonderFi and Bitbuy is a huge step forward in our mission of democratizing finance through easy and secure access to DeFi and crypto," said Ben Samaroo, CEO of WonderFi.
"A licensed marketplace serves as a crucial gateway to the digital asset economy, and facilitates a robust end-to-end, unified client experience. The integration of Bitbuy's product suite will accelerate and expand the reach and scope that WonderFi can offer to the market, and will drive long-term growth and value for the Company."
Bitbuy was founded in 2016 and has grown to become one of North America's leading crypto marketplaces. Today, Bitbuy is a trusted execution platform that services over 375,000 users, with more than $4.4 billion transacted through the platform.
In November 2021, Bitbuy became Canada's first approved crypto marketplace, and was recently ranked 9th in the Deloitte Technology Fast 50 program, with 3,379% in revenue growth from 2017 to 2020 making it the highest-ranking crypto asset trading platform amongst the Fast 50 winners. In the twelve months ended September 30, 2021, Bitbuy generated over $31.0 million in revenue.
Kevin O'Leary, investor, ambassador and strategic advisor to WonderFi commented: "this is a combination of two management teams with excellent executional skills that now have the bandwidth, assets and licenses to provide an institutional grade compliant crypto platform to investors interested in exposure to centralized and decentralized financial services."
"This transaction represents an exciting new chapter for Bitbuy," said Dean Skurka, President and CFO of Bitbuy. "The alignment with WonderFi's talented team, along with numerous operational synergies, represents opportunities for future growth we can collectively share with our clients, staff and shareholders."
Key Transaction Benefits
Transaction Details
Under the terms of the agreement, the consideration to Bitbuy shareholders will consist of 70 million newly issued common shares of WonderFi, $20 million in upfront cash and $30 million in deferred cash via a vendor-takeback note due in 12 months, implying an aggregate transaction value of approximately $206 million. WonderFi will use its balance sheet to fund the cash consideration.
WonderFi will retain substantially all current Bitbuy employees and enter into employment agreements with key members of the management team.
Upon closing, WonderFi will appoint one Bitbuy nominee as an independent member of WonderFi's Board of Directors and, at the next annual meeting of shareholders, will nominate Dean Skurka to the Board. Mark Binns resigned from the WonderFi Board of Directors effective January 3, 2022.
The transaction has been approved by the boards of directors of both WonderFi and Bitbuy. The acquisition is expected to close in the first quarter of 2022, subject to approval by WonderFi and Bitbuy shareholders, as well as certain related matters and other acquisition-related closing conditions and regulatory approvals. WonderFi and Bitbuy have received voting support agreements for the transaction from the holders of more than two-thirds of all classes of Bitbuy shares.
ABOUT WONDERFI
WonderFi is a leading technology company with the mission of creating better access to DeFi through the core principles of simplicity and education. WonderFi has a multi-pronged business strategy which includes a high-growth consumer finance app which will serve as a trusted gateway to the new financial system, and a digital asset portfolio which consists of leading crypto and DeFi assets.
WonderFi's executive team and Board of Directors have an established track record in finance and crypto, with previous experience at Amazon, Shopify, PayPal, Galaxy Digital and Hut 8.
WonderFi's core team of engineers and technologists believe that everyone should have equal access to finance, and are aligned in the mission to empower people around the world to access DeFi in a simple, smart and secure way. For more information, visit www.wonder.fi.
ABOUT BITBUY
Bitbuy is a Canadian owned and operated digital asset marketplace and restricted dealer. Bitbuy's mission is to provide its clients the best global prices, the deepest liquidity, and the most digital asset products in Canada with a convenient, dependable, and secure platform. Bitbuy is proudly registered as a restricted dealer and is Canada's first registered digital asset marketplace in Canada. Bitbuy's head office is in downtown Toronto, with over 85 employees. In addition to its registration as a Marketplace and Restricted Dealer, Bitbuy is also registered with FINTRAC as a Money Services Business under the Virtual Asset Service Provider category. Bitbuy was founded in 2016 and is currently one of Canada's largest cryptocurrency platforms by trading volume. Bitbuy offers crypto trading services to beginners, advanced traders, and corporations making it The crypto destination of investors.
Advisors
Cassels Brock & Blackwell LLP is acting as legal advisor to WonderFi on this transaction and Haywood Securities Inc. provided a fairness opinion to the Board of Directors of WonderFi. Canaccord Genuity Corp. is acting as financial advisor and Chitiz Pathak LLP and Wildeboer Dellelce LLP are acting as legal advisors to Bitbuy on this transaction.
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