Netfin Acquisition Corp. (NASDAQ: NFIN,
NFINW) (“Netfin” or the “Company”) today announced that it
has entered into a non-binding letter of intent (“LOI”) for a
business combination transaction with Triterras Fintech Pte. Ltd.
and the operating entities of Triterras Holdings Pte. Ltd.
(collectively, “
Triterras ”) that would result in
Triterras becoming a publicly traded company on The Nasdaq Stock
Market.
Founded in 2012, Triterras is a leading
commodity trading and trade finance fintech company. Its
proprietary Kratos™ marketplace is one of the world’s highest
volume commodity trading and trade finance platforms that enables
traders and lenders to transact directly online.
The combination of this transformational
technology and a world-class institutional commodity trading
organization continues to accelerate Triterras’ leadership
position. In fiscal year 2019, Triterras generated over $4.1
billion of transaction volume, $87 million in EBITDA and $46
million in net income on a consolidated basis. Given its current
trajectory, the company expects each of the aforementioned
financial metrics to more than double by fiscal year 2021.
Trade finance is a $40 trillion industry that
provides funding for global trade. Kratos has rapidly become a
trusted platform enabling buyers and sellers to trade commodities
as well as arrange short-term trade finance. For traders, the trade
financing is critically important to fund physical commodity
purchases while in transit and prior to delivery. Kratos provides
transformational benefits to traders including lower financing
costs, faster cycle times, fraud prevention, improved discovery,
and higher quality analytics and reporting. Equally impactful to
lenders, Kratos cuts administration costs, abates risk and fraud,
and provides a marketplace of prequalified and packaged borrowers
with anti-money laundering and “know your customer” solutions.
Triterras monetizes the Kratos platform by
charging fees to its users on their trading and trade finance
transaction volumes. It maintains a presence in key trading hubs
across the world, including Singapore, Australia, the Middle East,
the U.K. and the U.S. Netfin and Triterras believe Kratos to be the
only non-petroleum commodity trade and trade finance platform of
scale and a first mover in addressing critical industry
challenges.
“Triterras fits the ideal criteria for the type
of asset we have been seeking in our fintech SPAC mandate,” said
Marat Rosenberg, president and director of Netfin. “Their business
is disrupting a large and growing market with a proprietary fintech
platform that makes transactions more cost efficient, secure,
faster and scalable. Their successful operating track record and
management’s deep industry expertise were also major factors in our
overall evaluation process. For these reasons, among others, we
believe Triterras will deliver very attractive returns for Netfin
shareholders. We have enjoyed working with Triterras’ founder and
highly experienced management team, and we look forward to
supporting them in their new growth phase as a public company.”
Triterras Founder and Chairman Srinivas Koneru
added: “In our early days as an organization, we recognized the
potential for technology to transform global trade finance. The
combination of our technology and industry experience forms the
backbone of an advanced and versatile platform that is unique in
our field. Our business has been resilient in the face of COVID-19,
which is only accelerating the migration of trade as well as trade
finance to our online platform. With the fintech experience and
capital that Netfin brings to the table, we are confident we can
continue our growth in an industry ripe for disruption.”
Transaction OverviewThe
proposed transaction contemplates a pre-money equity value of
approximately $670 million for Triterras. Assuming no Netfin
shareholders exercise their redemptions rights, the post money
equity value is approximately $939 million with an enterprise value
of approximately $995 million.
The parties intend to execute a definitive
agreement in July, with a closing expected in the third quarter of
2020. No assurances can be made that the parties will successfully
negotiate and enter into a definitive agreement, or that the
proposed transaction will be consummated on the terms or timeframe
currently contemplated, or at all. Any transaction would be subject
to the approval of the two companies’ boards, regulatory and
shareholder approvals as well as other customary conditions.
About Netfin Acquisition
Corp.Netfin Acquisition Corp. is a blank check company
incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. While the Company
may pursue an initial business combination target in any business
or industry, the Company intends to focus its search for targets in
the financial technology, technology and financial services
industries, including those engaged in commercial, online and
mobile banking and payments, trade finance and telecommunications,
that offer a differentiated technology platform and product suite
for interfacing with the financial services sector. For more
information, visit netfinspac.com.
About TriterrasFounded in 2012,
Triterras is a leading physical commodity trading and trade finance
fintech company and is comprised of two synergistic business
segments Kratos™ and Rhodium. For more information, please visit
triterras.com.
Additional Information and Where to Find
ItIf a legally binding definitive agreement is entered
into, a full description of the terms of the transaction will be
provided in a registration statement and/or a proxy statement of
the Company (the “Transaction Proxy Statement”), to be filed with
the U.S. Securities and Exchange Commission (the “SEC”). The
Company urges investors, stockholders and other interested persons
to read, when available, the preliminary Transaction Proxy
Statement as well as other documents filed with the SEC because
these documents will contain important information about the
Company, Triterras and the transaction.
Investors and security holders of the Company
are advised to read, when available, the preliminary Transaction
Proxy Statement and definitive Transaction Proxy Statement, and any
amendments thereto, because these documents will contain important
information about proposed transaction. The definitive Transaction
Proxy Statement will be mailed to the Company’s stockholders of
record as of a record date to be established for the special
meeting of stockholders relating to the proposed transaction.
Stockholders will also be able to obtain copies of the Transaction
Proxy Statement, without charge, once available, at the SEC's
website at www.sec.gov or by directing a request to: Netfin
Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022,
Attn: President.
Forward Looking
StatementsCertain statements made in this release are
“forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar
expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Netfin’s control, that could
cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include:
the inability of Netfin to enter into a definitive agreement with
respect to the proposed business combination with Triterras or to
complete the contemplated transaction; matters discovered by Netfin
or Triterras as they complete their respective due diligence
investigation of the other; the impact of COVID-19 on the Company
or Triterras; the risk that the approval of the stockholders of
Netfin for the potential transaction is not obtained; the inability
to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, the
amount of funds available in Netfin’s trust account following any
redemptions by Netfin stockholders; the ability to meet Nasdaq’s
listing requirements following the consummation of the transaction;
costs related to the proposed transaction; and those factors
discussed in Netfin’s prospectus relating to its initial public
offering filed with the SEC. Netfin does not undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Participants in the Solicitation The
Company and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
potential transaction described herein under the rules of the SEC.
Information about the directors and executive officers of the
Company and a description of their interests in the Company will be
set forth in the Transaction Proxy Statement when it is filed with
the SEC. These documents can be obtained free of charge from the
sources indicated above.
Non-SolicitationThe disclosure
herein is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell
or a solicitation of an offer to buy the securities of the Company,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a definitive
document.
Investor Relations
Contact:Gateway Investor RelationsCody Slach and Matt
Glover(949) 574-3860NFIN@gatewayir.com
Netfin Contact:Marat Rosenberg,
President(972) 757-5998
Triterras Contact:Jim Groh(678)
237-7101
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