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.
- 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.”
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
VersaPay Announces Dream Office REIT as Newest CRE Client
VersaPay Corporation (TSXV: VPY) (“VersaPay”), a leading provider of cloud-based invoice-to-cash solutions including electronic invoice presentment and payment, automated accounts receivable, cash application and collections management, is pleased to announce that it has added Dream Office REIT (“Dream Office”) as its newest commercial real estate client.
“With our real estate portfolio expanding in Canada and the US, our objective is to enhance our tenants’ experience and provide them with a convenient web-based and mobile portal where they can access their account, retrieve invoices, communicate and make secure electronic payments,” stated Joanne Leitch, Vice President, Property and Operations Accounting at Dream Office. “We want to create efficiencies by eliminating manual processes, minimize errors and reduce the need for tenant account reconciliations. VersaPay offered the platform to make all of this possible.”
“Through our vendor selection process we searched for a company who could provide a platform with extensive functionality with whom we could partner to provide our tenants an improved experience. VersaPay provided what we were looking for in addition to a robust integration with our JD Edwards ERP to provide real-time AR and cash review,” stated Travis Vokey, Vice President and Head of Technology for Dream Office.
“We are so pleased to be working with Dream Office, a forward-thinking Commercial Real Estate company located right here in Toronto,” said Craig O’Neill, CEO of VersaPay. “Dream is a leader in its industry, offering high-quality central business district office properties to an impressive list of tenants. One of the keys to its success has been providing tenants with a market leading experience in all facets of the business, and we’re delighted to extend this to their tenants’ experience in billing and payments.”
SOURCE VersaPay Corporation
Xoom Rolls Out Domestic Money Transfer Services in the U.S.
Xoom, PayPal’s international money transfer service, today rolled out the ability for customers to send money to recipients in the U.S. for the first time. Through strategic alliances with Walmart and Ria, Americans can now use Xoom to send money fast for cash pick-up typically in minutes at nearly 5,000 locations across the country*.
Xoom’s services potentially benefit more than 44 million foreign-born people in the U.S.1 who send remittances to family and friends in their home countries. With the introduction of domestic money transfer services, Xoom will now serve even more customers, including more than half of Americans who make domestic person-to-person (P2P) payments2. Using Xoom’s mobile app or website, consumers will have the ability to send money quickly and securely for cash pick-up at any Walmart or Ria-owned store in the U.S.
“Many of our customers in the U.S. already send money to loved ones in the country, and they usually prefer that the money is available right away,” shared Julian King, Xoom’s Vice President and General Manager. “This rollout reinforces our commitment to make money transfers fast, easy and affordable for everyone, whether they are at home or on-the-go.”
“At Ria, we are delighted to further consolidate our relationship with Xoom and Walmart,” said Juan Bianchi, CEO of Euronet’s Money Transfer Segment. “Our continued partnership is a fine example of how Ria’s technology can serve as an enabler between platforms, offering consumers and partners an added layer of security and compliance screening, in turn facilitating value creation within the Fintech ecosystem.”
Many consumers in the U.S. face personal, institutional and policy-related barriers to access the financial system. These underbanked consumers rely heavily on fringe financial service providers to conduct routine financial transactions and pay high fees in the process. With Xoom’s introduction of domestic transfers, Americans can send money at affordable rates for cash pick-up quickly at 4,684 Walmart stores and 175 Ria locations across the United States. For more information on store locations and eligible banks, visit xoom.com.
A pioneer in digital remittances, Xoom is a fast way to securely send money, pay bills and reload phones for loved ones in over 160 countries globally. These remittances serve as a lifeline for many people around the world and are used to pay for every day needs like utility bills, healthcare, and education costs, as well as emergencies. The largely cash-based system of sending money across borders is full of paperwork, high fees, standing in line and an ever-present uncertainty of when, and if, the money will arrive when it’s needed. By providing fast and more secure payment options for customers to seamlessly and securely send money across borders by going online or using a mobile device, PayPal and Xoom are helping to expand and improve the financial health of millions of people worldwide.
*Fees and Limitations apply
SOURCE PayPal, Inc.
SpeakEasy Awarded Cultivation, Processing and Cannabis Sales Licence by Health Canada
SpeakEasy Cannabis Club Ltd. (CSE: EASY) (Frankfurt: 39H) (“SpeakEasy” or the “Company“) is pleased to announce that it has received Health Canada’s coveted licence for cultivation, processing and medical sales. The Company, situated on 290 acres of fertile land in the Okanagan’s renowned Golden Mile, has demonstrated adherence to the industry’s rigorous compliance standards, and can now grow and provide its high quality, small-batch cannabis to the burgeoning recreational and medical markets.
With the receipt of the licences, the Company has immediately begun cultivation of cannabis in its 10,000-square-foot, purpose-built, state of the art facility. The Company has aquired an extensive library of unique genetics that will be used as starting material for the cultivation of cannabis at the facility.
SpeakEasy’s outdoor cultivation site has also been completed and stands ready to receive these genetics for the 2020 growing season. SpeakEasy plans to submit its evidence package for the outdoor field and amend its licence to allow outdoor cultivation on its 60 acre field. “Receiving our licence at long last, is a dream come true for all of us in the SpeakEasy family. The support we have received from shareholders, employees, family and friends has been overwhelming and I appreciate you all more than I can say,” says Marc Geen, founder of SpeakEasy. “When it comes to producing phenomenal craft cannabis, farms will always be superior to factories and culture will always speak louder than corporations. Real people recognize authenticity and SpeakEasy intends to lead by example, sharing the story of our people through the excellence of our product.” With the anticipation of receiving its outdoor licence, SpeakEasy is positioned to become one of the largest cannabis producers in Canada with extremely low cost per gram outdoor grown flower and extremely high quality small batch indoor flower.
SpeakEasy recently completed the transformation of a 60 acre orchard into a custom built outdoor cannabis cultivation environment. The fertile agricultural land is expected to enable the farm to produce up to approximately 70,000kg of cannabis flower and the Company plans to double the output to up to approximately 150,000kg, pending approval of its outdoor cultivation licence.
Construction commenced in the fall of 2017 on the 80,000-square-foot SpeakEasy campus in anticipation of demand for SpeakEasy’s craft cannabis flower and value added products. Buildings two and three were completed to lock-up in the second quarter of 2019 and building four, another 26,600-square-foot facility commenced in the spring of 2019 and is also at the lock-up stage of its development. The anticipated use of building four is the processing of sun grown outdoor flower and biomass for extraction. SpeakEasy has accumulated an impressive library of unique genetics from sources outside existing licence holders, empowering the Company to develop new strains, unique to SpeakEasy, for both indoor and outdoor cultivation.
SpeakEasy founders and team members are long standing advocates for the value of community and harnessing the power of combined expertise through successful farming cooperatives. SpeakEasy now plans to apply the same values for cannabis farming. SpeakEasy’s innovative business model is designed to support industry-leading talent through shared knowledge, resources and passion, with a commitment to maintaining exceptional quality standards and developing unique cannabis strains. The Company empowers experienced growers and geneticists to operate independently with the freedom to develop each cultivar to perfection.
SOURCE Speakeasy Cannabis Club Ltd.
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