Deutsche Börse AG (Deutsche Börse) and Axioma, Inc. (Axioma) announced that Axioma has agreed to be acquired by Deutsche Börse for US$850 million cash and debt free (around US$820 million equity value) and will be combined with Deutsche Börse’s index businesses (STOXX® and DAX®) valued at €2.6 billion.
The combination will create a fully integrated, leading buy-side intelligence player that will provide unique products and analytics to meet the growing demand for an end-to-end platform. Axioma, a global provider of cloud-based portfolio and risk management software solutions, and Deutsche Börse’s index business are highly complementary and together will offer a broad suite of index and analytics products with global coverage. As a result, the combined company is expected to materially grow revenue and EBITDA, and is expected to achieve annualized pre-tax run-rate synergies of around €30 million by the end of 2021.
As part of the transaction, Deutsche Börse has entered into a strategic partnership with General Atlantic, a leading global growth equity investor. General Atlantic will invest around US$715 million into the new company, which will be used to finance the acquisition of Axioma.
Theodor Weimer, CEO of Deutsche Börse, said, “This transaction is a step change for our pre-trading business and fully in line with our Roadmap 2020 strategy, which besides organic growth builds on programmatic M&A and new technologies. We are also excited about the partnership with General Atlantic and believe it will help to further accelerate growth of the combined business and to achieve strong value creation.”
Stephan Leithner, Member of the Executive Board of Deutsche Börse AG, responsible for the Post-Trading, Data & Index business, added, “We are convinced of the highly complementary nature of the combination, which positions us extremely well to benefit from key growth trends. We have a long-standing strategic partnership with Axioma and value its management. We look forward to growing our analytics and index platform together.”
Sebastian Ceria, founder and CEO of Axioma, said, “The union of Axioma, STOXX and DAX under the Deutsche Börse umbrella creates a growth company that is uniquely equipped to help clients capitalize on the critical trends now reshaping the investment-management landscape. The combination of STOXX’s indexing expertise with Axioma’s best-of-breed analytical capabilities in risk management, portfolio construction and performance attribution is expected to result in strong near-term revenue synergies and creation of a platform for future growth.”
Gabriel Caillaux, Managing Director and Head of EMEA for General Atlantic, stated, “We have closely followed the development of Deutsche Börse’s index assets for many years as we witness the global shift to passive products and the rise of indexed investing strategies. We are excited to be partnering with such a renowned firm. We are also highly impressed with Axioma’s track record and believe this combination provides a strong foundation for future growth. After our detailed analysis, we are confident that the combination will generate significant value creation and strong investor returns.”
Anthony Arnold, Managing Director at Goldman Sachs, said, “We have been delighted to support Axioma as both an investor and meaningful customer of their best-in-class solutions and wish the management team continued success as they grow what will be an important and leading focused business with a compelling product suite.” Josh Lewis, Managing Partner of Salmon River Capital, added, “We are proud to have been a significant Axioma shareholder since 2007, and we are pleased with this outcome.”
Founded in 1998, Axioma is a global provider of multi-asset class portfolio and risk management software solutions. The company delivers proprietary solutions and data services offerings to over 400 leading asset managers, asset owners, sell-side participants and hedge funds. Axioma generated approximately US$100 million in annual contract value (“ACV”) revenue in 2018 and has grown ACV at a 23 percent CAGR since 2010. Axioma is currently investing its entire cash flow in further growing the business. The transition to axiomaBlue, Axioma’s cloud-based infrastructure platform, other new product offerings and strategic expansion are expected to drive ACV growth in line with historical experience.
Deutsche Börse’s index business is the #4 global index player (based on last twelve months (LTM) 2018 September revenue) and home of the #1 European tradable index, the EURO STOXX 50® (based on the notional value of traded derivatives contracts in 2018). The index business on a stand-alone basis generated €168 million in gross revenues and €115 million in EBITDA in 2018 and has grown at double-digit rates over the past five years.
Deutsche Börse and Axioma have had an existing partnership since 2011 and have jointly developed innovative products, including factor indices and ETF products. All Deutsche Börse businesses will benefit from direct access to the buy-side and the enhanced analytics platform.
Management anticipated that the combined company will be uniquely equipped to address trends that are reshaping investment management, including the shift to passive, the demand for smart beta and the transition towards index customization using technology. The combination will provide Axioma’s current clients with closer integration to data from a leading family of indices, which are critical components for designing investment strategies. Additionally, Deutsche Börse’s index business clients will benefit from access to Axioma’s powerful analytics that allow for creation and testing of custom indices.
The combined company will be led by current Axioma CEO Sebastian Ceria. He will seek to preserve the strengths of both Axioma and the Index Business and accelerate the entrepreneurial spirit. A number of the Axioma management team, as current owners, will reinvest around US$105 million of their sales proceeds into the combined company alongside General Atlantic. As a result, and depending on the roll-over, Deutsche Börse is expected to own approximately 78 percent of the new company, General Atlantic around 19 percent, and the Axioma management about 3 percent.
The transaction is subject to approval by the relevant competition authorities and further customary conditions and is expected to close in the third quarter 2019.
Perella Weinberg Partners LP and Deutsche Bank AG served as financial advisors to Deutsche Börse. Hengeler Mueller and Cravath, Swaine & Moore LLP served as legal counsel to Deutsche Börse. Centerview Partners LLC and Sullivan & Cromwell LLP served as financial advisor and legal counsel to Axioma. Milbank served as legal counsel to General Atlantic.
MICT Reports Financial Results for the Third Quarter Ended September 30, 2019
MICT, Inc. (Nasdaq: MICT), today announced financial results for the three months ended September 30, 2019.
MICT’s financial results for the three and nine months ended September 30, 2019 reflect Micronet, Ltd. revenues for the months of January 2019 and February 2019 only. On February 24, 2019, Micronet closed a public equity offering on the Tel Aviv Stock Exchange which resulted in a dilution of MICT’s ownership interest in Micronet to 39.53%. Thus, based on U.S. GAAP, MICT no longer includes Micronet’s financial results in its consolidated financial statements effective as of March 1, 2019. On September 5, 2019, Micronet closed a public equity offering on the TASE. As a result, MICT’s ownership interest in Micronet was diluted from 33.88% to 30.48%, and MICT’s current voting interest in Micronet stands at 37.79% of the issued and outstanding shares of Micronet.
“In the third quarter, we closed on a $7.25 million funding, as part of a $9 million funding agreement in support of our planned business combination with BNN Technology and others. This $7.25 million funding included a $2 million investment from BNN into MICT. We expect to close on the balance of the additional $1.75 million in the near future,” stated David Lucatz, Chief Executive Officer of MICT.
On November 7, 2019, MICT closed on a $25 million private placement of convertible notes, converting automatically at $1.41 per share of MICT common stock at the closing of an acquisition by the Company of Global Fintech Holdings Ltd (GFH), which acquired the ParagonEX Limited group of companies and the trading companies of BNN Technology PLC. Through its newly acquired subsidiaries, GFH is already a successful and profitable business, providing its platforms within the financial trading and Contracts for Difference (CFD) sectors in Europe, the Middle East, and Asia. GFH expects over the coming months to implement its program to acquire substantial revenues through the acquisition of significant players in the sector, resulting in rapid growth and the contribution of significant profitability to the MICT group.
Upon closing of the merger, the combined MICT group is expected to have a strong balance sheet with over $25 million in cash, enabling the Company to pursue a revenue acquisition program and to materialize significant fintech opportunities in China.
David Lucatz, CEO of MICT, said, “We strongly believe that our strategic decision to change our business and enter into the fintech space will contribute very positively to value creation for our present and future shareholders. The funding enables us to acquire GFH, a very exciting fintech company with world class technological assets, operational management and significant profitability. We expect the combination of strong cash reserves and abundant opportunities will facilitate substantial earnings growth potential for the Company.
Darren Mercer who recently joined the Board of MICT and is a director and officer of GFH, added, “The opportunity to be a part of the MICT group is a very exciting proposition for us. The GFH group of companies brings to MICT a suite of world-leading technology platforms that are product-agnostic and can support all our new ventures within the fintech space, be they through acquisition or through organic growth, including in the very significant Chinese marketplace. Supported by MICT’s strong balance sheet and our combined cash resources, we believe it is a very exciting time for all new and existing MICT shareholders.”
Q3 2019 Review
- Gross loss for MICT was $0 for three months ended September 30, 2019, compared to gross profit of $54,000 for the three months ended September 30, 2018.
- Research and development (R&D) expense for MICT for the three months ended September 30, 2019 was $0, compared to $425,000 for the three months ended September 30, 2018.
- Selling, general and administrative (SG&A) expense for MICT was $501,000 for the three months ended September 30, 2019, compared to $2.93 million for the three months ended September 30, 2018.
- Net loss attributable to MICT was $1,210,000 for the three months ended September 30, 2019, compared to a net loss of $2.6 million for the three months ended September 30, 2019. On a per share basis, MICT reported a net loss of $0.11 per basic and diluted share from continued operations for the three months ended September 30, 2019, compared to a net loss of $0.28 per basic and diluted share from continued operations for the three months ended September 30, 2018.
- As of September 30, 2019 MICT had $5.77 million in cash and equivalents
Nine Months 2019 Review
- Gross loss was $369,000 for the nine months ended September 30, 2019, compared to a gross profit of $3.31 million for the nine months ended September 30, 2018.
- R&D expense for the nine months ended September 30, 2019 was $261,000, compared to $1.46 million for the nine months ended September 30, 2018.
- SG&A expense was $2.36 million for the nine months ended September 30, 2019, compared to $6.28 million for the nine months ended September 30, 2018.
- Net loss attributable to MICT was $3.22 million for the nine months ended September 30, 2019 compared to a net profit of $10,000 for the nine months ended September 30, 2018. On a per share basis, MICT reported a net loss of $0.30 per basic and diluted share from continued operations for the nine months ended September 30, 2019, compared to a net loss of $0.54 per basic and diluted share from continued operations and a net profit per share of $0.54 from discontinued operations for the nine months ended September 30, 2018.
The Company invites all those interested in participating in the call tomorrow, November 15, 2019 at 9:00 a.m. EST, to dial 1-888 -298 5973. Callers from outside of the U.S. may access the call by dialing: From London (and Europe) dial in +448 0818 90708 From Israel +972 79-939 8931.
user pin: 4444
Please dial in a few minutes before 9:00 a.m. EST. Participants may also access a live webcast of the conference call through the Investor Relations section of MICT’s website at: http://mixlr.com/servicesmict/
A telephone replay of the call will be available for two weeks at: 1-888 -298 5973. Callers from outside of the U.S- may access the call by dialing: From London (&Europe) dial in +448 0818 90708 From Israel +972 79-939 8931.
user pin: 3333
A slide presentation accompanying management’s remarks can be accessed at www.mict-inc.com.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the SEC
In connection with the proposed acquisition, MICT intends to file a proxy statement on Schedule 14A and other relevant materials with the Securities and Exchange Commission, or SEC. Stockholders of MICT are urged to read MICT’s proxy statement and all other relevant documents filed with the sec when they become available, as they will contain important information about the proposed transaction. A definitive proxy statement will be sent to MICT’s stockholders seeking their approval of the proposed transaction. MICT’s stockholders will be able to obtain these documents (when available) free of charge at the SEC’s web site, http://www.sec.gov. In addition, they may obtain free copies of these by contacting MICT’s Secretary, 28 West Grand Avenue, Suite 3, Montvale, NJ 07645.
Participants in Solicitation
MICT and its directors and executive officers, may be deemed to be participants in the solicitation of proxies for the special meeting of MICT’s stockholders to be held to approve the proposed business combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of MICT’s stockholders in connection with the proposed business combination will be set forth in the proxy statement. You can find information about MICT’s executive officers and directors in its Annual Report on Form 10-K for the year ended December 31, 2018.
SOURCE MICT, Inc.
New free digital banking service puts dollars back in the pockets of Canadian shoppers
Just in time for the holiday season, Price Drop is rolling out across the country for new and existing motusbank and Meridian Members. Price Drop promises to put real dollars back in the pockets of Canadian shoppers by automating the traditionally time-consuming process of price matching for retail purchases. The free digital banking service is the first of its kind offered by a financial institution.
“We’re excited by how easy and convenient it is to use Price Drop, not to mention the savings it offers, especially at a time of year when shoppers are looking for the best deals,” says David Baldarelli, COO of motusbank and SVP of Digital Banking & Analytics at Meridian. “We’re especially delighted that we can now extend this free value-add feature to more Canadians to offer a solution that eliminates stress and hassle in their every-day lives.”
While 150 of the top retail chains in Canada offer price matching, research shows that only five to eight per cent of shoppers take advantage of these price-matching guarantees. Many shoppers don’t know they exist while others are put off by the legwork involved in price-matching manually, on their own.
HOW PRICE DROP WORKS
The Price Drop feature is available – with no obligation or cost – to new and existing motusbank and Meridian Members by simply downloading the mobile banking app they use and opting in for the service. Price Drop automates the process in three easy steps:
- After making a purchase, users simply snap a photo of the receipt of the item (if bought in-store) or obtain the digital receipt (if bought on-line) and send to Price Drop via email;
- Price Drop then searches for better prices on electronics, furniture, toys, apparel, and other eligible items from price-matching retailers;
- Price Drop will send an email or in-app notification if it finds a better price. It will also provide proof required to claim the difference in cost from the retailer.
There is no limit to the number of receipts that can be submitted or refunds received.
PROVEN PRICE DROP SAVINGS
We worked with Winnipeg-based fintech company PriceRazzi in helping to develop and test the digital service. More than 2000 Price Drop users participated in the successful pilot phase, revealing that:
- 52% of people who submitted eligible receipts saved money through Price Drop
- 23% of users who saved money by using Price Drop saved 30% or more on their purchase
- Savings ranged from $2 – $500 for purchases for small household products to big screen TVs
- The average saving per purchase through Price Drop was $25
“Consumers never have to waste another second searching for lower prices again,” says Baldarelli. “We invite all Canadians to have a chance to save money and experience the fresh approach to banking we make available to Members. We see the introduction of this service as yet another example of how we constantly focus on helping Canadians live simpler, easier lives.”
SOURCE Meridian Credit Union
Visa and Georgia’s TBC-backed Neobank – Space Announce Strategic Partnership
Visa, the world’s leader in digital payments, and Space, the first fully digital bank in Georgia, today announced they have signed a partnership agreement to jointly develop innovative banking services and expand digital banking footprints in new geographies.
Space is a startup backed by TBC Bank and was launched in 2018 with just three employees. They now have more than 70 employees, and have amassed a portfolio of more than 160,000 consumers. The bank operates as an innovative banking laboratory, and has successfully introduced financial services in new formats in Georgia. These include online bank account opening, remote KYC, courier card delivery by electro scooters, and the ability to manage all banking services through a mobile app.
Through the partnership, Visa will work with Space to jointly develop innovative, user-centric and secure banking solutions and help Space in their ambitions to expand to other countries focusing on CISSEE.
Nikoloz Kurdiani, the Deputy CEO of TBC Bank said, “Space has the ability to transform everyday banking experiences by making them easier and better. When we launched Space, we wanted to move beyond the traditional banking approach and outdated technology to create a new type of bank in Georgia that would be better at responding to modern customers’ needs. Now, we are ready to go global. Therefore, it is critically important for us to have gained Visa as our strategic partner. Space has proved that its innovative and ambitious vision is realistic and that it is ready to accomplish bigger goals.”
Yevgen Lisnyak, Senior Director and Head of Strategic Partnerships, Fintech & Ventures (Visa, CISSEE), added: “At Visa we believe in the power of partnership to bring our profound experience and innovative solutions to emerging payment players like Space. Being in the center of Fintech ecosystem, we aim to share our knowledge, best practices and network of technological partners with Space to achieve mutual goals in expanding the reach of digital financial services. Today, we are witnessing a rapid transformation of the financial banking sector, where new players are playing a significant role. Neobanks are agile, consumer-centric, flexible and innovative, offering modern consumers completely new financial solutions and digital banking experience. We are excited to be able to support fintechs to navigate the payments landscape in the Caucasus region to achieve their business growth and international expansion ambitions”
SOURCE TBC Bank
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