Fintech
BBL Acquisitions Inc. Announces Intention to Launch Cash Takeover Bid for Brampton Brick Limited
Lock-Up Agreement executed for 23.3% of Brampton Brick’s Class A Shares
Toronto, Ontario–(Newsfile Corp. – November 25, 2020) – BBL Acquisitions Inc. (the “Offeror“) announced today that it intends to make an offer (the “Offer“) to purchase all of the Class A Subordinate Voting shares (the “Class A Shares“) of Brampton Brick Limited (“BBL“) (TSX: BBL) (other than Class A Shares beneficially owned or over which control or direction is exercised, by the Offeror or its affiliates) (the “Target Shares“).
The Offeror is a company owned by Brazos Brick Holdings Limited (“Brazos“) and Ruland Realty Limited (“Ruland“). Brazos is a company indirectly owned by Jeffrey G. Kerbel, the President and CEO of BBL, Howard C. Kerbel, a director of BBL, and their siblings. Ruland is a company under the effective direction of Rudolph P. Bratty, Q.C., who is the father of Christopher R. Bratty, a director of BBL.
Proposed Transaction Highlights
- All cash Offer of $12 per Class A Share, which represents a 66% premium over the closing price of the Class A Shares on November 24, 2020, and an 86% premium over the 20-day volume weighted average price for the period ended November 24, 2020;
- BBL shareholders collectively owning approximately 23.3% of the Class A Shares have agreed to tender their Class A Shares to the Offer;
- If the Offeror acquires less than all of the Target Shares pursuant to the Offer, the Offeror would intend to use, as the case may be, other means of acquiring the remaining Target Shares, including a statutory acquisition, a plan of arrangement, a share consolidation or an amalgamation, merger or other combination of BBL with the Offeror, or one or more affiliates of the Offeror.
Lock-Up of Shareholders of BBL
In connection with the Offer, the Offeror has entered into a lock-up agreement in support of its Offer from shareholders holding an aggregate of approximately 23.3% of BBL’s outstanding Class A Shares. Under the lock-up agreement, the locked-up shareholders have agreed to not take any action of any kind which would or could reduce the likelihood of, or interfere with, the completion of the Offer
Proposed Offer Particulars
The Offeror currently intends to commence the Offer and mail a takeover bid circular to the registered holders of Class A Shares in December, 2020. The Offer, when made, will be required to remain open for acceptance for at least 105 calendar days from the date of the commencement of the Offer, unless the BBL board of directors agrees to reduce the deposit period in accordance with applicable Canadian securities laws.
The Offeror anticipates that the Offer will be subject to a number of customary conditions, including there being deposited under the Offer, and not withdrawn, at least 50% of the outstanding Class A Shares, excluding any Class A Shares beneficially owned or over which control or direction is exercised, by the Offeror, or any person acting jointly or in concert with the Offeror, within the meaning of National Instrument 62-104-Take-Over Bids and Issuer Bids.
Brazos Brick Holdings Limited, Jeffrey G. Kerbel, Jeffrey Kerbel Holdings Limited, Howard C. Kerbel, Donna Kerbel, Paula Shvili Holdings Limited, Clay Brick Holdings Limited, and The Estate of the late Ruth Kerbel, Ruland Realty Limited, Demaru Developments Inc. and Rudolph P. Bratty Q.C., are considered to be joint actors with the Offeror.
Intention to Make an Offer
BBL Shareholders should note that the Offeror has not yet commenced the Offer and should carefully review the cautionary statements set out below in this news release respecting the status of the Offer and the factors that may cause the Offeror to not make the Offer.
Once the Offeror proceeds with the Offer, full details of the Offer will be included in the formal take-over bid circular to be filed with securities regulatory authorities and mailed to shareholders.
This news release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or an invitation to sell, any of the securities of the Offeror or BBL.
This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking statements in this release include statements regarding the proposed Offer, the timing or potential for discussions regarding the Offer and expected benefits of the Offer. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release, including assumptions based on BBL’s publicly disclosed information, and that there will be no change in the business, prospects, or capitalization of BBL. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Offeror is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Cautionary Statement Respecting Status of the Offer
The Offeror has not yet commenced the Offer noted above in this news release. Upon commencement of the Offer, the Offeror will file a takeover bid circular with various securities commissions in Canada. The takeover bid circular will contain important information about the Offer and should be read in its entirety by BBL shareholders and others to whom the Offer is addressed. After the Offer is commenced, BBL shareholders (and others) will be able to obtain, at no charge, a copy of the Offer, takeover bid circular and various associated documents when they become available online at www.SEDAR.com. This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or issue, or any other solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security. The Offer will not be made in, nor will deposit of securities be accepted from a person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may in its sole discretion, take such action as they deem necessary to extend the Offer in any such jurisdiction.
Notice to U.S. Holders
The Offer, if and when commenced, will be made for the securities of a company formed outside the United States. The Offer will be subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be presented in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its legal rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the Offeror will be located in Canada, and some or all of their officers or directors may be residents of Canada. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court’s judgment. Securityholders should be aware that the Offeror may purchase securities otherwise than under the Offer, such as in open markets or privately negotiated purchases.
For more information please contact:
Jeffrey G. Kerbel
Tel: 905 840-1011
Email: [email protected]
Fax: 905 840-1535
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69018
As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.
Chime’s Quiet Step Toward Public Markets
Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.
With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.
Source: Bloomberg
ZBD’s Pioneering Achievement: EU MiCA License Approval
ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.
MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.
Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.
Source: Coindesk, PR Newswire
The Fintech-Credit Union Synergy: A Blueprint for Innovation
The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.
This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.
Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.
Source: PYMNTS
Tackling Student Loan Debt: A Fintech’s Mission
Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.
The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.
As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.
Source: RBJ
Industry Implications and Takeaways
Today’s updates underscore several key themes shaping the fintech landscape:
- Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
- Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
- Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
- Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.
The post Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA) appeared first on News, Events, Advertising Options.
Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.
SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.
Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.
“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”
Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.
The post SPAYZ.io prepares for iFX EXPO Dubai 2025 appeared first on News, Events, Advertising Options.
Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.
“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”
Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.
Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.
The post Airtm Enhances Its Board of Directors with Two Strategic Appointments appeared first on News, Events, Advertising Options.
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