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Mogo Announces Business Combination with Difference Capital Financial

Vlad Poptamas

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Mogo Finance Technology Inc. (TSX:MOGO) (NASDAQ: MOGO) (“Mogo”) is pleased to announce the signing of a definitive arrangement agreement (the “Arrangement Agreement”) to merge Mogo (the “Transaction”) by way of a plan of arrangement with Difference Capital Financial Inc. (TSX:DCF) (“Difference”). Following the combination, the resulting company (the “Combined Entity”) is expected to be named ‘Mogo Inc.’.

Under the terms of the Arrangement Agreement, each common share of Mogo (a “Mogo Share”) will be exchanged for one (the “Exchange Ratio”) Difference common share (a “Difference Share”). Upon completion of the Transaction, former Mogo shareholders will own approximately 80% of the Combined Entity on a fully diluted basis. Following completion of the Transaction, all of Mogo’s outstanding convertible securities will become exercisable or convertible, as the case may be, for shares of the Combined Entity in accordance with the Exchange Ratio.

The Transaction is subject to Mogo shareholder approval, regulatory approval and satisfaction of other customary conditions. The Transaction is expected to close in the second quarter of 2019.

Transaction Highlights

  • Following the combination, the Combined Entity is expected to be named ‘Mogo Inc.’. Mogo shareholders will own approximately 80% of the Combined Entity and Dave Feller will be Chairman and CEO and Greg Feller will be President, CFO and Director of the Combined Entity.
  • The Combined Entity will continue to execute on Mogo’s vision of building the leading fintech platform in Canada. The combination will give Mogo immediate access to approximately $9 – $10 million in cash, which reflects proceeds from Difference’s two recently announced monetizations. In addition, Mogo will have control of Difference’s portfolio of investments in some of the premier private technology companies in Canada, including Hootsuite and Vision Critical, which collectively have an estimated fair market value of approximately $24 million.
  • The Transaction has received the unanimous recommendation of both Mogo’s and Difference’s special committees and respective boards of directors, with voting and support agreements representing approximately 21.8% of outstanding Mogo Shares and approximately 49.8% of outstanding Difference Shares executed in support of the Transaction.

“This transaction enables Mogo to continue to invest in new products and innovation, building on our leadership position in the Canadian fintech space,” said David Feller, Mogo’s Founder and CEO. “We are excited by the opportunity that the Transaction presents for shareholders of Mogo and Difference and are very pleased to have the support of the Difference board. We look forward to working closely with the leadership team at Difference to complete the Transaction.”

“The merger with Difference strengthens our financial position and represents a significant opportunity to create value for shareholders of the combined entity,” added Greg Feller, Mogo’s President. “Difference has invested in many of Canada’s leading technology companies and Mogo has built a valuable distribution platform. Shareholders of both companies will benefit from improved financial flexibility as we execute on our strategy of partnering to bring best-in-class products to our more than 800,000 members.”

Transaction Summary

The proposed transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act(British Columbia) and, in addition to other customary closing conditions, is subject to regulatory and court approvals. The Transaction will need to be approved by: (i) two-thirds of the votes cast by Mogo shareholders at its shareholder meeting; and (ii) if required, a simple majority of the votes cast by Mogo shareholders at its shareholder meeting, excluding the votes held by certain persons as required by Multilateral Instrument 61-101. The directors and certain shareholders of Mogo, representing approximately 21.8% of Mogo’s outstanding shares, have entered into support agreements pursuant to which they agreed to vote their Mogo Shares in favor of the Transaction.

The annual general and special meeting of Mogo is expected to be held in June 2019. An information circular detailing the terms and conditions of the Transaction will be filed with regulatory authorities and mailed to the shareholders of Mogo in accordance with applicable securities laws. The Arrangement Agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions and break fees payable by Mogo and Difference, respectively, under certain circumstances.

Mogo’s Board of Directors and Special Committee have determined that the proposed transaction is in the best interest of the shareholders, having taken into account advice from their financial advisors, and have unanimously approved the Transaction. Mogo’s Board of Directors recommends that their shareholders vote in favor of the proposed transaction.

Advisors and Counsel

Mogo’s financial advisor is Raymond James Ltd. and its legal counsel in Canada is Stikeman Elliott LLP. Raymond James Ltd. provided an opinion to Mogo’s Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Mogo.

 

SOURCE Mogo Finance Technology Inc

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Folio Financial a Finalist for Investment News 2019 Innovation Award for Digital Wealth Platform and How It Transforms Online Investing for Advisors and Their Clients

Vlad Poptamas

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Folio Financial announced today that it was a finalist for the Investment News 2019 Innovation Award for its Digital Wealth Platform (DWP), in the first year the award has been given to firms. This award recognizes firms that demonstrate original approaches to the opportunities and challenges facing the financial advice profession, as well as innovations that improve how financial advisors take care of their clients, run their businesses and improve client outcomes.

DWP is a next-generation platform offering the essential building blocks for financial advisors to deliver intelligent and personalized digital investment experiences to all types of investors, at a lower cost. DWP provides a unified solution to manage and extend a firm’s digital wealth management strategy. Whether a firm’s growth strategy includes a standalone robo advisor to reach a broader range of retail investors or an infusion of digital automation to improve advisor productivity, with DWP, firms can:

  • Maintain Complete Ownership of the Client Relationship – No more outsourcing digital advice business to third-party robo providers. DWP puts total ownership of the client relationship back into the firm’s hands.
  • Deliver Personalized, Automated Investment Advice – Fully automate the creation and management of custom-tailored, diversified portfolios developed from the ground up to support client goals—allowing firms to deliver greater levels of personalization throughout every step of the investment journey.
  • Ensure Consistency of Advice Across Channels – DWP is fueled by each firm’s unique advice methodology, investment strategies, capital market assumptions and preferred investment products to ensure consistency of advice across channels.
  • Manage Multiple, Complex Investment Programs from One Solution – Fully automate the creation and management of desired investment strategies—from model-based portfolios and managed ETF and/or fund programs to more personalized multi-manager strategies or bespoke, equity-based portfolio creation.
  • Streamline Operations – Complete automation of key touchpoints and operational tasks. From real-time, paperless onboarding, secure money movement and automated portfolio management to streamlined workflows, branded client communications and more, all designed to create a seamless, digital investment experience.

“We are honored that Investment News recognized Folio’s innovation, as well as the many ways our Digital Wealth Platform helps advisors serve their clients and grow their business,” said David Hagen, Folio’s Vice President of Digital Wealth. “DWP is a continuation of Folio’s long history of delivering cutting-edge and scalable brokerage and custody technology to RIAs. Folio was one of the first to offer advisors completely paperless, streamlined account opening, bank-link creation and funding – and to also provide advisors with online trade confirmations, statements, performance reporting, tax documents and proxy voting services.”

Modular in design, DWP is available as a white-labeled, customizable solution or through a robust suite of APIs that offer advisors complete control of the client experience.

 

SOURCE Folio Financial

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Fintech growing strong in Delaware

Vlad Poptamas

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Delaware Governor John Carney, speaking to the state's foundation in financial services at the release event for "Delaware in a Fintech Future," a collaborative analysis about the state's leadership in the evolving sector.
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Delaware in a Fintech Future, a report highlighting Delaware’s role in the rapidly changing financial services industry, was released today. The report, researched and authored by the Delaware Prosperity Partnership, First State Fintech Lab and the University of Delaware’s Institute for Public Administration, details the latest developments and fast-moving technological innovation in financial services.

With brand power that includes JPMorgan Chase, Capital One, M&T Bank, WSFS Bank, and Citibank, the talent pool in banking and financial services has grown exponentially and accounts for 9% of all jobs in Delaware, the highest share of any U.S. state.

And now, in addition to being a destination location for traditional banking, fintech companies from around the world are choosing Delaware.  Examples include Irvine, California-based Acorns, which opened a satellite operation at The Mill in Wilmington, DelawareDelaware-based Fair Square Financial, which recently expanded and moved into a 22,000 square-foot facility in Wilmington, Delaware; and Marlette Funding, which is expanding and creating 200+ new jobs and making a $7.5M capital investment in New Castle County, Delaware.

Defining the fintech sector can be complicated, according to John Taylor, Director of Economic Research at the Delaware Prosperity Partnership.

“Some are referring to fintech as a standalone new industry,” Taylor said. “Certainly, the term is relatively new, but a closer look suggest that all financial services companies are becoming fintech companies, including the well-established incumbents as well as early-stage startups.”

No matter how broad or narrow the definition, Delaware is becoming the location-of-choice for financial and business services.

Fast Facts:

  • Delaware has the highest relative concentration of financial services jobs of any U.S. state. Among U.S. counties, New Castle County ranks third.
  • Since 2009, nearly 200 fintech patents were assigned to Delaware-based individuals and companies, ranking first in the United States on a per capita basis, and fifth in absolute terms.
  • Finance accounts for more than one-fifth of our state’s GDP, the largest contribution of any sector.
  • Delaware has been a magnet for out-of-state direct investment by financial services firms in recent years, with $725 million invested since 2010. Wilmington is the leading destination in our region for this investment.

“We should think of fintech as the next wave of innovation in banking,” says Taylor. “Advances in machine learning and data analytics are enabling new ways for consumers to access financial services.”

 

SOURCE Delaware Prosperity Partnership

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Uplandme, Inc. raises seven figures for a new property trading game

Vlad Poptamas

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Upland Logo Screenshots
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Uplandme, Inc. has closed a financing round, which was led by Finlab EOS VC Fund and with the participation of several angel investors. FinLab EOS VC Fund is a venture capital fund backed by both Block.one, the publisher of the blockchain protocol EOSIO, and FinLab AG, one of Europe’s largest company builders and investors focused on financial services technologies.

The funds will be used to support the initial development and launch of Upland, a digital property trading game that blurs the boundaries between real and virtual worlds. Players buy, sell, and trade properties based on real-world addresses. An in-game currency called UPX will power the economy of Upland. Players will be able to complete property collections, use location-based features and trade their properties on a marketplace.

“We invested into Uplandme, Inc. because we like the genuine idea of a virtual property market powered by the EOS Blockchain and the very experienced and passionate team behind it,” said Stefan Schuetze, Managing Director of FinLab EOS VC Fund. “Blockchain and specifically EOSIO allows the creation of completely new game mechanics that were not possible before.”

We are excited to work with Uplandme, Inc. as we believe they present a very unique and differentiated concept and that gaming and digital collectable companies, such as Uplandme, Inc., are a great application of Blockchain technologies, in particular EOSIO,” commented Paul Grotowski, COO of EOS VC.

“We have chosen the EOSIO blockchain software because it offers the best foundation to create a strong casual gaming experience where players engage quickly and can continuously enjoy the game without the hassle and need to understand today’s complicated world of Blockchain. We are excited to work with Finlab and EOS VC to leverage their EOSIO background and financial expertise which are very important for us as we build out Upland,” said Dirk Lueth, Co-founder of Uplandme, Inc.

 

SOURCE Uplandme, Inc.

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