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Mogo Announces Business Combination with Difference Capital Financial

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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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Credorax Partners With Cisco to Boost Payments Gateway to the Next Level

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Today, Credorax announced that it has partnered with Cisco to upgrade its data-center network’s capabilities, capacity and latency. The agreement enables Credorax to adopt Cisco’s advanced data-center networking technology, including an automation, visibility and management system. Credorax has also agreed to beta-test Cisco’s advanced and future monitoring and management products.

Credorax’s system is already considered one of the fastest in the world with its cutting-edge high throughput, low latency, and multi-continent redundancy, and Cisco’s technology will allow Credorax to push the envelope even further in terms of decreasing transaction latency and increasing throughput. Cisco’s software solution for centralized management and monitoring of network components will play a significant role in Credorax’s solutions, simplify their roll-out of new products and reduce ongoing cost of ownership.

As a licensed merchant acquiring bank, Credorax helps merchants accept payments easily with its recently launched Source gateway. The platform offers telecom-grade (99.999%) availability for processing payments as well as a host of payments products and services, including cards and alternative payment methods, hosted payment pages, advanced KYC screening, smart fraud solutions, and sophisticated business intelligence and data tools.

Cisco is at the forefront in building the network platform that can now deliver a connected, autonomous, and programmable digital platform for Credorax customers.

Cisco-Israel General Manager, Oren Sagi said about the collaboration: “Cisco is committed to do its utmost to provide its customers with the most innovative technologies while maintaining uncompromising quality. We are excited to collaborate with Credorax and help them develop the fastest and most reliable payments gateway possible. I am confident that this project is the first milestone for a successful cooperation between the two companies.”

Moshe Selfin, Credorax CTO & COO stated: “We’re thrilled join forces with Cisco. We have always strived to provide best-class service to our customers, and are confident that by incorporating Cisco’s network platform for data capacity and processing speed into our NextGen payments and acquiring platform, we are offering our merchants the best technology on the market.”

In an era of demanding customers and changing expectations, e-commerce merchants simply can’t survive without the best-in-class cross-border payments processing capabilities. Being both a technology company and an acquiring bank, Credorax has built a full suite of NextGen products and services to help merchants grow their business online. And now with Cisco’s support, Credorax has augmented its offering even further.

 

SOURCE Credorax

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MetricStream Wins “GRC Product of the Year” at the 2019 Risk Technology Awards Hosted by Risk.net

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MetricStream, a market leader in governance, risk, and compliance (GRC) apps and solutions, announced today that its Enterprise GRC Solution has been awarded the “GRC product of the year” at the 2019 Risk Technology Awards, hosted by Risk.net.

“We’re honored to win this award,” said Gaurav Kapoor, Chief Operating Officer, MetricStream. “We believe that it validates the strength, breadth, and depth of our GRC/IRM offerings, as well as our focus on continuous innovation—reflected most prominently in our GRC cloud, advances in predictive analytics, automation, and AI. Our mission is to enable organizations to ‘Perform with Integrity™’. To that end, we’re deeply committed to forging long-term partnerships with our customers and supporting them throughout their integrated GRC journeys.”

The annual Risk.net awards recognize the need for innovative technology solutions to manage risk in a highly dynamic and complex business environment. The average financial services firm faces a plethora of risks, ranging from cyber threats and regulatory pressures, to fintech related disruptions and money laundering issues. As these risks grow more interconnected, siloed approaches to GRC are rapidly giving way to more integrated solutions.

The MetricStream Enterprise GRC platform provides a single, unified system to manage, coordinate, and track multiple types of GRC activities. The solution cuts across organizational silos, enabling a holistic and collaborative approach to GRC. Users can efficiently roll up operational risk, audit, compliance, Cyber and third-party risk information from across the enterprise, and transform it into actionable business intelligence to support decision-making. With support for mobility, real-time reporting, advanced risk analytics, and regulatory notifications, the MetricStream solution helps users manage complex risk requirements in an efficient manner.

Top industry analysts have consistently recognized MetricStream as a leader in GRC/IRM. The company’s wide range of solutions and underlying GRC platform are leveraged by leading financial services firms worldwide, including large global banks, mid-sized banks, private equity investors, investment banks, wealth managers, insurance firms, asset management companies, federal financial agencies, and clearing corporations.

 

SOURCE MetricStream

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MPOWER Financing rated Top international student lender by Nerdwallet and U.S. News

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MPOWER Financing, a mission-driven fintech that provides financial access to higher education for high-promise international and DACA students, was recognized by both Nerdwallet and U.S. News & World Report as the top student loan provider for international students.

Nerdwallet, a comparison website for personal finance products, awarded MPOWER a 5-star rating for its student loans, indicating that its products are “among the very best for consumer-friendly features.” Nerdwallet also commended MPOWER for offering loans that are “ideal for international and DACA students without a co-signer or U.S. credit history.” MPOWER’s loans are available to students from around the world for both graduate and undergraduate degrees at more than 350 top universities in the U.S.and Canada.

U.S. News & World Report recognized MPOWER Financing as the “best lender for international students.” This determination was made on the basis of MPOWER’s product offerings, cost, customer servicing ratings, eligibility, and other features. U.S. News also detailed that MPOWER’s underwriting process considers a student’s academic success and career path – a process that is enabled by MPOWER’s use of big data analytics and artificial intelligence.

“I was having a tough time obtaining education loans from India without collateral,” wrote Kaushik Krishnan, one of MPOWER’s early students. “MPOWER was truly life changing for me. I’ve since graduated from my Masters program, found a job, and paid off my loan.”

“MPOWER allowed me to achieve my dream,” said Sol Bee, a South Korean student. “I was admitted to Berkeley in Fall 2016, but I couldn’t afford it at the time. MPOWER empowered me to be who I wanted to be by allowing me to take control of my finances and my life.”

“We’re honored by the industry recognition we’ve received, and the hundreds of heartfelt stories we get from students whom we have the privilege to serve,” says Manu Smadja, Co-founder and CEO of MPOWER. “We’re working hard to further improve our customer experience and to remain the best international student lending product on the market.”

MPOWER Financing, headquartered in Washington, D.C., and with offices in Bengaluru, New York City, and Toronto, is a mission-driven fintech company and provider of global educational loans. It is the only student lender in the world that leverages both overseas and domestic credit data, as well as future earning potential, to serve high-promise international and DACA students. MPOWER Financing works with over 350 top universities and colleges across the U.S. and Canada to provide financing to students from over 200 countries. Since 2014, it has received over $1B in loan application volume on its platform. MPOWER Financing helps students build their credit histories and provides them with personal finance education and career support to help prepare for life after school. The team is backed by Zephyr Management, Goal Structured Solutions, Gray Matters Capital, Lloyd Crescendo Advisors, 1776, Village Capital, Potentia, Breega, VARIV, DreamIt, Fresco, Chilango, Common Sense Fund, K Street, and University Ventures.

 

SOURCE MPOWER Financing

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