Mogo Announces Shareholder Approvals for its Acquisition of Digital Payments Company Carta Worldwide
January 18 2021 - 06:30AM
Business Wire
Transaction expected to be completed on or
about January 25, 2021
Mogo Inc. (NASDAQ: MOGO; TSX: MOGO) ("Mogo" or the "Company"), a
digital payments and financial technology company empowering the
next generation of consumers with innovative financial products
including buying and selling of Bitcoin through its mobile app, is
pleased to announce that Mogo shareholders and Carta
securityholders, at separate meetings held on January 15, 2021,
voted to approve the acquisition of Carta Solutions Holding
Corporation ("Carta") by Mogo pursuant to a plan of arrangement
under section 192 of the Canada Business Corporations Act (the
"Transaction").
“We are pleased to have the overwhelming support of shareholders
for this transformative transaction,” said David Feller, Chief
Executive Officer of Mogo. “We look forward to completing the
acquisition later this month and working with the Carta team to
take advantage of the massive opportunity in front of us created by
the accelerating shift to digital for financial services.”
Carta’s next-generation digital payments platform is the engine
behind innovative fintech companies and products around the globe,
powering over 100 card programs and providing vital processing
technology to industry leaders in Europe and North America.
The Transaction is expected to:
- significantly expand Mogo’s total addressable market by
entering the global $2.5 trillion global payments market;
- increase revenue scale and accelerate the growth of its
high-margin subscription and transaction-based revenue; and
- strengthen the Company’s digital wallet capabilities which
includes the development of its peer-to-peer payment solution
planned for 2021.
Details of the Transaction are set out in Mogo’s press release
and the management information circular (“Circular”), each dated
November 27, 2020, which are available under the Company's profile
on SEDAR at www.sedar.com.
At the special meeting of shareholders of the Company (the
“Meeting”), an ordinary resolution to authorize and approve the
issuance of 10,000,000 common shares of the Company, subject to
potential downward adjustment based on required minimum working
capital and cash positions for Carta, and to ratify and approve the
arrangement agreement between Mogo and Carta dated November 17,
2020 setting out the terms and conditions of the Transaction, was
approved by 99.78% of the votes cast by Shareholders. The common
shares of the Company issued pursuant to the Transaction will not
begin to be distributed to individual Carta securityholders,
including management, before the earlier of (i) the 10-day
volume-weighted average price of the common shares of the Company
on the Toronto Stock Exchange being equal to $7.45 per share or
higher or (ii) December 2021.
A total of 9,488,979 common shares of the Company were voted at
the Meeting online or by proxy, representing approximately 31.33%
of the issued and outstanding common shares of the Company as at
November 27, 2020. The Company has filed a report of voting results
on the resolution voted upon at the Meeting under its profile on
SEDAR at www.sedar.com.
Completion of the Transaction remains conditional upon approval
of the Ontario Superior Court of Justice (the "Court") and certain
other customary closing conditions. The application for the final
order from the Court is scheduled to be heard on January 18, 2021.
Assuming that all conditions to closing of the Transaction are
satisfied or waived, the Transaction is expected to be completed on
or about January 25, 2021.
Forward-Looking Statements
This news release contains "forward-looking statements" within
the meaning of applicable securities legislation, including
statements regarding completion of the Transaction, the anticipated
benefits of the Transaction, the impact of the Transaction on Mogo,
Court approval and the timing for closing the Transaction.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by
management at the time of preparation, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, and may prove to be incorrect. Forward- looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual financial results, performance or
achievements to be materially different from the estimated future
results, performance or achievements expressed or implied by those
forward-looking statements and the forward-looking statements are
not guarantees of future performance. Mogo's expectations for its
future financial performance are subject to a number of conditions,
many of which are outside of Mogo's control. For a description of
the risks associated with Mogo's business and the Transaction,
please refer to the “Risk Factors” section of Mogo’s current annual
information form and the “Risks Associated with the Transaction”
section of the Circular, both of which are available at
www.sedar.com and www.sec.gov. Except as required by law, Mogo
disclaims any obligation to update or revise any forward-looking
statements, whether as a result of new information, events or
otherwise.
About Mogo
Mogo — a financial technology company — offers a finance app
that empowers consumers with simple solutions to help them get in
control of their financial health and be more mindful of the impact
they have on society and the planet. Users can sign up for a free
account in only three minutes, begin to learn the 4 habits of
financial health and get convenient access to products that can
help them achieve their financial goals and have a positive impact
on the planet including a digital spending account with Mogo Visa*
Platinum Prepaid Card featuring automatic carbon offsetting, free
monthly credit score monitoring, ID fraud protection and personal
loans. Members can also easily buy and sell bitcoin 24/7 through
the Mogo app, as well as participate in Mogo's new bitcoin rewards
program. The Mogo platform has been purpose-built to deliver a
best-in-class digital experience, with best-in-class products, all
through one account. With more than one million members and a
marketing partnership with Canada's largest news media company,
Mogo continues to execute on its vision to gamify financial health
and become the go-to financial app for the next generation of
Canadians. To learn more, please visit mogo.ca or download the
mobile app (iOS or Android).
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version on businesswire.com: https://www.businesswire.com/news/home/20210118005300/en/
Craig Armitage Investor Relations craiga@mogo.ca (416)
347-8954
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